20-F

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)
[ ]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2001
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-11884

ROYAL CARIBBEAN CRUISES LTD.

(Exact name of Registrant as specified in its charter)

Republic of Liberia

(Jurisdiction of incorporation or organization)

1050 Caribbean Way, Miami, Florida 33132

(Address of principal executive offices)

     Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.01 per share	New York Stock Exchange
Liquid Yield Option™ Notes due February 2, 2021	New York Stock Exchange
Zero Coupon Convertible Notes due May 18, 2021	New York Stock Exchange

      Securities registered or to be registered pursuant to Section 12(g) of the Act: None

      Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

      Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2001, the Registrant had outstanding 192,310,198 shares of common stock, par value $.01 per share.

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x               No  o

      Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  o          Item 18  x

ROYAL CARIBBEAN CRUISES LTD.

INDEX TO ANNUAL REPORT ON FORM 20-F

		Page
PART I
Item 1.	Identity of Directors, Senior Management and Advisers		1
Item 2.	Offer Statistics and Expected Timetable		1
Item 3.	Key Information		1
Item 4.	Information on the Company		6
Item 5.	Operating and Financial Review and Prospects		20
Item 6.	Directors, Senior Management and Employees		30
Item 7.	Major Shareholders and Related Party Transactions		36
Item 8.	Financial Information		38
Item 9.	The Offer and Listing		39
Item 10.	Additional Information		40
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		44
Item 12.	Description of Securities Other than Equity Securities		44
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		44
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		44
Item 15.	Reserved		44
Item 16.	Reserved		44
PART III
Item 17.	Financial Statements		44
Item 18.	Financial Statements		44
Item 19.	Exhibits		44
Signatures			45

PART I

       As used in this Annual Report on Form 20-F, the terms “Royal Caribbean,” “the Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd., the term “Celebrity” refers to Celebrity Cruise Lines Inc. and the terms “Royal Caribbean International” and “Celebrity Cruises” refer to our two cruise brands. In accordance with cruise industry practice, the term “berths” is determined based on double occupancy per cabin even though some cabins can accommodate three or four guests.

Item 1.     Identity of Directors, Senior Management and Advisers

      Not applicable.

Item 2.     Offer Statistics and Expected Timetable

      Not applicable.

Item 3.     Key Information

Selected Financial Data

      The following selected financial data are for each of the fiscal years in the period 1997 through 2001 and as of the end of each such fiscal year. The financial information presented for fiscal years 2001, 2000, and 1999 and as of the end of fiscal years 2001 and 2000 is derived from our financial statements and should be read together with such financial statements and the related notes included elsewhere herein. The 1997 financial information includes the results of Celebrity commencing July 1, 1997.

		Year Ended December 31,
		2001		2000		1999		1998		1997
		(in thousands, except per share data)
Operating Data:
	Revenues	$	3,145,250	$	2,865,846	$	2,546,152	$	2,636,291	$	1,939,007
	Operating income		455,605		569,540		480,174		488,735		303,555
	Income before extraordinary item		254,457		445,363		383,853		330,770		182,685
	Net income		254,457		445,363		383,853		330,770		175,127
Per Share Data — Diluted:
	Operating income	$	2.35	$	2.95	$	2.58	$	2.70	$	1.99
	Income before extraordinary item	$	1.32	$	2.31	$	2.06	$	1.83	$	1.20
	Net income	$	1.32	$	2.31	$	2.06	$	1.83	$	1.15
	Weighted average shares and potentially dilutive shares		193,481		192,935		186,456		181,165		152,174
	Dividends declared per common share	$	0.52	$	0.48	$	0.40	$	0.34	$	0.29
Balance Sheet Data:
	Total assets	$	10,368,782	$	7,828,465	$	6,380,511	$	5,686,076	$	5,339,748
	Total debt, including capital leases		5,646,112		3,410,096		2,342,177		2,469,082		2,572,696
	Common stock		1,923		1,921		1,812		1,690		811
	Total shareholders’ equity		3,756,584		3,615,915		3,261,156		2,454,758		2,018,721

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Risk Factors

      The Risk Factors noted below and elsewhere in this Annual Report on Form 20-F are important factors, among others, that could cause actual results to differ from expected or historic results. It is not possible to predict or identify all such factors. Consequently, this list should not be considered a complete statement of all potential risks or uncertainties. See Item 5. “Operating and Financial Review and Prospects,” for a note regarding forward-looking statements.

  We may lose business to competitors throughout the vacation market

      We operate in the vacation market and cruising is one of many alternatives for people choosing a vacation. We therefore risk losing business not only to other cruise lines, but also to other vacation operators which provide other leisure options including hotels, resorts and package holidays and tours.

      We face significant competition from other cruise lines, both on the basis of cruise pricing and also in terms of the nature of ships and services we offer to cruise passengers. Our principal competitors within the cruise vacation industry include Carnival Corporation, which owns, among others, Carnival Cruise Lines, Holland America Line, Cunard Line and Costa Cruises; P&O Princess Cruises plc, which owns, among others, Princess Cruises, P&O Cruises, Swan Hellenic and AIDA; Star Cruises, which owns Star Cruises, Norwegian Cruise Line and Orient Line; and others.

      In the event that we do not compete effectively with other vacation alternatives and cruise companies, our market share could decrease and our results of operations and financial condition could be adversely affected.

  Overcapacity within the cruise vacation industry and a reduction in demand could have a negative impact on yields and may adversely affect profitability

      Cruising capacity has grown in recent years and we expect it to continue to increase as all of the major cruise vacation companies are expected to introduce new ships. In order to utilize new capacity, the cruise vacation industry will need to increase its share of the overall vacation market. Failure of the cruise vacation industry to do so could have a negative impact on our yields. Should yields be negatively impacted, we could experience an adverse effect on our results of operations and financial condition.

      Demand for cruises and other vacation products has been and is expected to continue to be affected by the public’s attitude towards the safety of travel and the political climate of destination countries. In the future, demand for cruises is also likely to be increasingly dependent on the underlying economic strength of the countries in which cruise companies operate. Economic or political changes that reduce disposable income in the countries in which we operate may affect demand for vacations, including cruise vacations, and may lead to price discounting which, in turn, may reduce the profitability of our business.

      Furthermore, events such as the terrorist attacks in the United States on September 11, 2001, the resulting political instability and concerns over safety and security aspects of traveling have had a significant adverse impact on demand and pricing in the travel and vacation industry and may continue to do so in the future.

  Incidents at sea or adverse publicity concerning the cruise industry could affect our reputation and harm our future sales and profitability

      The operation of cruise ships involves the risk of accidents and incidents at sea which may bring into question passenger safety and adversely affect future industry performance. While we make passenger safety our foremost priority in the design and operation of our ships, incidents involving passenger cruise ships could adversely affect future sales and profitability. In addition, adverse media publicity concerning the cruise industry in general could impact demand and consequently have an adverse impact on our profitability.

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  Environmental and health and safety legislation could affect operations and increase operating costs

      Some environmental groups have lobbied for more stringent regulation of cruise ships. Some groups also have generated negative publicity about the cruise industry and its environmental impact. The U.S. Environmental Protection Agency is considering new laws and rules to manage cruise ship waste. Stricter environmental and health and safety regulations could affect our operations, and increase the cost of compliance and adversely affect the cruise industry. It cannot be assured that our costs of complying with current and future environmental, health and safety laws, or liabilities arising from past or future releases of, or exposure to, hazardous substances or to vessel discharges, will not materially adversely affect our business, results of operations or financial condition.

  We may not be able to obtain financing on terms that are favorable or consistent with our expectations

      To fund our capital expenditures and scheduled debt payments, we rely on a combination of cash flows provided by operations, drawdowns under our available credit facility, the incurrence of additional indebtedness and the sales of equity or debt securities in private or public securities markets. We also anticipate refinancing some of our debt facilities during the period of our current capital expenditure program. Our credit ratings impact our ability to obtain financing in financial markets and the terms of the financing. Any future lowering of our credit ratings may have adverse consequences on our ability to access the financial markets or on our cost of financings. Accordingly, we can not be sure that our cash flows from operations and additional financings will be available in accordance with our expectations.

  Conducting business internationally may result in increased costs

      We operate our business internationally and plan to continue to develop our international presence. Operating internationally exposes us to a number of risks. Examples include currency fluctuations, interest rate movements, the imposition of trade barriers and restrictions on repatriation of earnings. Additional risks include political risks and risk of increases in duties, taxes and governmental royalties as well as changes in laws and policies affecting cruising, vacation or maritime businesses or the governing operations of foreign-based companies. If we are unable to address these risks adequately, our results of operations and financial condition could be adversely affected.

  Ship construction delays or faults may result in cancellation of cruises and unscheduled drydocks and repairs

      We depend on the shipyards to construct and deliver our cruise ships on a timely basis and in good working order. The inherent nature of building a ship involves risks similar to those encountered in other sophisticated projects. Delays or faults in ship construction may result in delays or cancellation of cruises or necessitate unscheduled drydocks and repairs of the ship. Shipyard insolvency and other industrial actions could also delay or indefinitely postpone the timely delivery of new ships. These events together with any related adverse publicity could, to the extent they are not covered by contractual provisions or insurances, adversely affect our financial results.

  Unavailability of ports of call may adversely affect our profits

      We believe that port destinations are a major reason why guests choose to go on a particular cruise or on a cruise vacation. The availability of ports is affected by a number of factors, including, but not limited to, existing capacity constraints, security concerns, adverse weather conditions and natural disasters, financial limitations on port development, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists. The inability to continue to maintain and increase our ports of call could adversely affect our profits.

  A change in our tax status under the U.S. Internal Revenue Code may have adverse effects on our income

      We and our wholly owned subsidiary, Celebrity Cruises Inc., the operator of Celebrity Cruises, are foreign corporations engaged in a trade or business in the United States, and our vessel-owning subsidiaries are

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foreign corporations that, in many cases, depending upon the itineraries of their vessels, receive income from sources within the United States. However, Drinker Biddle & Reath LLP, our United States tax counsel, has delivered to us an opinion to the effect that, pursuant to Section 883 of the Internal Revenue Code, our income, the income of Celebrity Cruises Inc. and the vessel-owning subsidiaries, in each case derived from or incidental to the international operation of a ship or ships, is exempt from United States income tax. We believe that substantially all of our income, the income of Celebrity Cruises Inc. and our vessel-owning subsidiaries is derived from or incidental to the international operation of a ship or ships within the meaning of Section 883 of the Internal Revenue Code.

      Our tax counsel is of the opinion based on certain representations and assumptions that we, Celebrity Cruises Inc., and our vessel-owning subsidiaries currently qualify for the Section 883 exemption because each of them is incorporated in a qualifying jurisdiction and our stock is primarily and regularly traded on an established securities market in the United States or Norway. To date, however, no final Treasury regulations or other definitive interpretations of the relevant portions of Section 883 have been promulgated, although regulations have been proposed. As noted in our tax counsel’s opinion, such regulations or official interpretations could differ materially from our tax counsel’s interpretation of this Internal Revenue Code provision and, even in the absence of such regulations or official interpretations, the Internal Revenue Service might successfully challenge such interpretation. In addition, the provisions of Section 883 are subject to change at any time by legislation. Moreover, changes could occur in the future with respect to the identity, residence, or holdings of our direct or indirect shareholders that could affect us and our subsidiaries’ eligibility for the Section 883 exemption. Accordingly, there can be no assurance that we and our subsidiaries are, and will in the future be, exempt from United States income tax on United States source shipping income.

      If we, Celebrity Cruises Inc., and our vessel-owning subsidiaries were not entitled to the benefit of Section 883 of the Internal Revenue Code, each would be subject to United States taxation on a portion of its income. See Taxation of the Company within Item 4. for a discussion of the taxation of us, Celebrity Cruises Inc., and our vessel-owning subsidiaries in the absence of an exemption under Section 883 of the Internal Revenue Code.

  We are controlled by principal shareholders that have the power to determine our policies, management and actions requiring shareholder approval

      As of February 22, 2002, A. Wilhelmsen AS., a Norwegian corporation indirectly owned by members of the Wilhelmsen family of Norway, owned approximately 24.1% of our common stock and Cruise Associates, a Bahamian general partnership indirectly owned by various trusts primarily for the benefit of certain members of the Pritzker family of Chicago, Illinois, and various trusts primarily for the benefit of certain members of the Ofer family, owned approximately 25.1% of our common stock. A. Wilhelmsen AS. and Cruise Associates have the power to determine, among other things:

•  our policies and the policies of our subsidiaries,

•  the persons who will be our directors and officers and the directors and officers of our subsidiaries and

•  all actions requiring shareholder approval.

      A. Wilhelmsen AS. and Cruise Associates are parties to a shareholders’ agreement. The agreement provides that our board of directors will consist of the following persons:

•  four nominees of A. Wilhelmsen AS.,

•  four nominees of Cruise Associates and

•  our Chief Executive Officer.

      The shareholders’ agreement provides that the boards of directors of our subsidiaries shall have substantially similar composition. As a result of our acquisition of Celebrity, A. Wilhelmsen AS. and Cruise Associates have also agreed to vote their shares of our common stock to elect one additional director to our board of directors to be nominated by Archinav Holdings, Ltd., a former shareholder of Celebrity, for a

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specified period until 2004. In addition, until either of them should decide otherwise, A. Wilhelmsen AS. and Cruise Associates have agreed to vote their shares of common stock in favor of two additional named directors of our board of directors. During the term of the shareholders’ agreement, certain corporate actions require the approval of at least one director nominated by A. Wilhelmsen AS. and one director nominated by Cruise Associates. Our principal shareholders are not prohibited from engaging in a business that may compete with our business, subject to certain exceptions. The failure of A. Wilhelmsen AS., and Cruise Associates to continue to own a specified percentage of our common stock might obligate us to prepay indebtedness outstanding under and/or result in the termination of some of our credit facilities.

      In connection with the proposed dual-listed company merger with P&O Princess Cruises plc, in December 2001, A. Wilhelmsen AS. and Cruise Associates entered into a voting agreement with, and delivered irrevocable proxies to, P&O Princess Cruises plc, obligating them to, among other things, vote an aggregate of 44.5% of our outstanding common stock held by them in favor of the transactions required to effect the dual-listed company merger.

  We are not a U.S. corporation and our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests

      Our corporate affairs are governed by our Restated Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the United States. However, while most states have a fairly well developed body of case law interpreting their respective corporate statutes, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. For example, the rights and fiduciary responsibilities of directors under Liberian law are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Thus, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

  Our proposed dual-listed company merger with P&O Princess Cruises plc may not be completed as contemplated. If completed as contemplated, it will have certain risks that may have an adverse effect on the performance of the combined company

      We believe that our proposed dual-listed company merger with P&O Princess Cruises plc (“P&O Princess”) will provide us with a strong fleet profile and greater access to capital markets, and that the dual-listed company merger will create opportunities for significant costs savings and other financial and operating benefits through the planned integration of the two companies’ operations. However, completion of the dual-listed company merger by both Royal Caribbean and P&O Princess is subject to the satisfaction of various conditions, including approval by the shareholders of each of P&O Princess and Royal Caribbean and approvals from governmental authorities. If the dual-listed company merger is not completed by November 16, 2002, either party can terminate the agreement if it is not in material breach of its obligations thereunder.

      As of this date, we are unable to estimate when or if these conditions to the dual-listed company merger will be satisfied or, if satisfied, the terms and conditions of such approvals. The governmental entities from whom approvals are required may impose conditions on the completion of the dual-listed company merger or require changes to the terms of the dual-listed company merger, which in either case could have the effect of imposing additional costs on or limiting the revenues of the combined company. Carnival Corporation has commenced a competing pre-conditional offer to acquire all of the outstanding shares of P&O Princess. Subsequent to the making of this offer by Carnival, the shareholders of P&O Princess and Royal Caribbean voted to adjourn their respective shareholder meetings that had been convened to approve the dual-listed company merger. We do not know at this time the date on which the meetings will be reconvened.

      Even if the dual-listed company merger is completed as contemplated, the implementation of the merger has certain risks associated with it that may have an adverse effect on the economic performance of the

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combined companies or their respective share prices. We would be faced with the challenges of combining the businesses of two major corporations that have previously operated independently and the attendant risks of not achieving the expected costs savings, other financial and operating benefits or improvement in earnings. Delays or difficulties that may be encountered in connection with the dual-listed company merger and the integration of the two companies’ operations could divert management’s attention from other strategic opportunities and from operational matters. In turn, this could have an adverse effect on the business, results of operations, financial condition or prospects of the combined company after the dual-listed company merger.

Item 4.     Information on the Company

History and Development of the Company

      Royal Caribbean International was founded in 1968. The current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia. The address of the principal executive offices is 1050 Caribbean Way, Miami, Florida 33132; the telephone number is (305) 539-6000. Our registered agent is Michael J. Smith, Vice President, General Counsel and Secretary, 1050 Caribbean Way, Miami, Florida 33132.

      We are the world’s second largest cruise company with 22 cruise ships that have 45,854 berths. We operate our cruise ships through two cruise brands, Royal Caribbean International and Celebrity Cruises.

      See Item 5. Operating and Financial Review and Prospects and the Business Overview sections that follow for more information regarding our history and development, significant capital expenditures, vessels under construction and methods of financing.

Business Overview

  General

      We operate two brands, Celebrity Cruises, which was acquired in July 1997, and Royal Caribbean International. Our brands offer a wide array of shipboard activities, services and amenities, including swimming pools, sun decks, beauty salons, exercise and massage facilities, ice skating rinks, rock climbing walls, gaming facilities, lounges, bars, show-time entertainment, retail shopping and cinemas. Our ships operate on a selection of worldwide itineraries that call on approximately 200 destinations. We compete principally on the basis of quality of service, variety of itineraries and price.

  The Royal Caribbean International Brand

      Royal Caribbean International serves the volume cruise vacation sector which we categorize as the contemporary and premium segments. The brand operates 14 cruise ships with 31,534 berths, offering various cruise itineraries that range from two to 16 nights and call on destinations throughout the world.

      Royal Caribbean International’s strategy is to attract an array of vacationing consumers in the contemporary segment by providing a wide variety of itineraries and cruise lengths with multiple options for onboard dining, entertainment, and other onboard activities. Additionally, Royal Caribbean International offers a variety of shore excursions at each port of call. We believe that the variety and quality of Royal Caribbean International’s product offering represent excellent value to consumers, especially to couples and families traveling with children. Because of the brand’s extensive product offerings, we believe Royal Caribbean International is well positioned to attract new consumers to the cruise industry and continue to bring past guests back for their next vacation. While the brand is positioned at the upper end of the contemporary segment, we believe that Royal Caribbean International’s quality enables it to attract consumers from the premium segment as well, thereby achieving one of the broadest market coverages of any of the major brands in the cruise industry.

  The Celebrity Cruises Brand

      Celebrity Cruises primarily serves the premium segment. Celebrity Cruises operates eight cruise ships with 14,320 berths and offers various cruise itineraries that range from two to 17 nights.

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      Celebrity Cruises’ strategy is to attract consumers who want an enhanced cruise vacation in terms of modern vessels, gourmet dining and service, extensive and luxurious spa facilities, large staterooms and a high staff-to-guest ratio. These are hallmarks of the premium cruise vacation segment, which is Celebrity Cruises’ primary target. Celebrity Cruises also attracts experienced cruisers from the contemporary and luxury cruise categories. Celebrity Cruises is expanding its fleet to provide an increasing variety of itineraries and cruise lengths and therefore has a higher proportion of its fleet deployment in seasonal markets (i.e. Alaska, Bermuda, Europe and South America) than does the Royal Caribbean International brand.

  Proposed Dual-Listed Company Merger with P&O Princess

      On November 19, 2001, we entered into an agreement with P&O Princess, providing for the combination of Royal Caribbean and P&O Princess as a merger of equals under a dual-listed company structure. The purpose of the combination is to create what we believe would be the world’s largest cruise vacation company by combining two companies with a strong strategic fit and meaningful growth opportunities. Each company would bring well known brands operating in key cruise vacation markets to the combined company. Furthermore, we believe that the combined company would have a strong fleet profile and greater access to capital markets, and that the dual-listed company structure would create opportunities for significant cost savings and other financial and operating benefits through the planned integration of the two companies’ operations.

      The dual-listed company merger would involve a combination of the two companies through a number of contracts and certain amendments to our Articles of Incorporation and By-Laws and to P&O Princess’ Articles and Memorandum of Association. The two companies would retain their separate legal identities and maintain their separate stock exchange listings. Royal Caribbean shareholders would continue to hold their shares of common stock in Royal Caribbean, and P&O Princess’ shareholders would continue to hold their ordinary shares in P&O Princess. However, the companies would operate and be managed as if they were a single unified economic entity.

      Although each of Royal Caribbean and P&O Princess would have a separate board of directors, the boards and senior executive management of each company would comprise the same individuals. The contracts governing the dual-listed company merger would provide that, as far as possible, the shareholders of Royal Caribbean and P&O Princess would be placed in substantially the same economic position as if they held shares in a single enterprise which owned all of the assets of both companies. The net effect of the dual-listed company merger would be that the shareholders of Royal Caribbean would own an economic interest equal to 49.3% of the combined company and the shareholders of P&O Princess would own an economic interest equal to 50.7% of the combined company. Special voting arrangements would be implemented so that the shareholders of both companies would vote together as a single decision-making body in proportion to their respective economic interests on matters requiring the approval of shareholders of either company. Such matters would include the appointment, removal and re-election of directors of each company. In the case of certain matters in relation to which the two bodies of shareholders may have divergent interests, the matter would require the prior approval of the shareholders of both companies, each voting separately as a class.

      After completion of the dual-listed company merger, dividends declared by Royal Caribbean would continue to be paid by Royal Caribbean to its shareholders and dividends declared by P&O Princess would continue to be paid by P&O Princess to its shareholders. However, dividends and other distributions to shareholders of the two companies would be effectively equalized on a per share basis based on the prevailing equalization ratio, as determined under the contractual arrangements governing the dual-listed company merger. The payment of dividends by Royal Caribbean would depend on, among other things, the financial and business conditions of the combined company.

      The obligations of Royal Caribbean and P&O Princess to effect the dual-listed company merger are subject to the satisfaction of various conditions, including the receipt of certain regulatory approvals and consents and approval by the shareholders of each of Royal Caribbean and P&O Princess. No assurance can be given that all required approvals and consents will be obtained, and if such approvals and consents are obtained, no assurance can be given as to the terms, conditions and timing of the approvals and consents. If

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the dual-listed company merger is not completed by November 16, 2002, either party can terminate the agreement if it is not in material breach of its obligations thereunder.

      In December 2001, Carnival Corporation announced a competing pre-conditional offer to acquire all of the outstanding shares of P&O Princess. In connection with its pre-conditional offer, Carnival solicited proxies from P&O Princess’ shareholders in favor of an adjournment of the P&O Princess’ special meeting prior to a shareholder vote to approve the dual-listed company merger. On February 14, 2002, Royal Caribbean and P&O Princess convened special meetings of their respective shareholders to approve the dual-listed company merger. Prior to voting to approve the merger, the shareholders of each company voted to adjourn their respective meetings until an unspecified future date. We do not know at this time the date on which the meetings will be reconvened.

      We have undertaken with P&O Princess customary covenants that place restrictions on each of us and our subsidiaries until completion of the dual-listed company merger or earlier termination of the merger agreement. In general, we are each required to conduct our respective businesses in the usual, regular and ordinary course and to use our reasonable best efforts to preserve materially intact our business organizations and present lines of business, to maintain commercially reasonable insurance, to maintain our material rights and franchises and preserve our existing material relationships with third parties.

      P&O Princess and we have also agreed that each will not initiate, solicit, encourage or otherwise facilitate any inquiries or any proposal or offer relating to a merger, acquisition or other transaction involving the acquisition of 15% or more of the assets or equity securities of either P&O Princess or us. Subject to certain stated exceptions, both parties have agreed not to have any discussions with or provide any confidential information to any person relating to an acquisition proposal or otherwise facilitate any effort or attempt to make an acquisition proposal.

      If the merger agreement is terminated under certain circumstances, we will be obligated to pay P&O Princess a break fee of $62.5 million. These circumstances include, among other things, our board of directors withdrawing or adversely modifying its recommendation to shareholders to approve the dual-listed company merger, our board of directors recommending an alternative acquisition transaction to shareholders, and our shareholders failing to approve the dual-listed company merger if another acquisition proposal with respect to Royal Caribbean exists at that time. Similarly, P&O Princess would be obligated to pay us a break fee of $62.5 million upon the occurrence of reciprocal circumstances.

  Joint Venture with P&O Princess

      On November 19, 2001, we entered into a joint venture agreement with P&O Princess to jointly create and operate a cruise line company to target customers in southern Europe. The joint venture company is owned 50% by P&O Princess and 50% by us. Each party has committed up to $500.0 million in shareholder equity, with approximately $5.0 million contributed by each party to date and the balance due and payable when called by the joint venture company. We have agreed to assign our ship-build contracts for Serenade of the Seas and Jewel of the Seas to the joint venture company, and P&O Princess has similarly agreed to assign two identified ship-build contracts to the joint venture company. The contracts will be held in trust for the joint venture company pending such assignments. Any payments the parties have made under these contracts prior to assignment will be credited against each party’s respective shareholder equity commitment. Subject to the terms of the agreement, the joint venture agreement can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003. The joint venture agreement does not require the approval of the shareholders of Royal Caribbean or P&O Princess.

      The joint venture shareholders intend that the joint venture company be financed through third-party indebtedness and each joint venture shareholder has committed to provide necessary credit support in the form of guarantees on a pro rata basis, subject to legal or regulatory restrictions. To the extent that third-party financing cannot be obtained, and if approved in accordance with the terms of the joint venture agreement, the joint venture shareholders will provide financing on a pro rata basis on identical terms. We have obtained commitments for export financing for up to 80% of the contract price of each of the two vessels we have committed to the venture.

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      Under the joint venture agreement, if a change of control occurs with respect to a joint venture shareholder, the other shareholder has a right to acquire the interest of that shareholder at fair market value in exchange for preferred stock or a 15-year subordinated note (or a combination thereof) of the purchasing shareholder. Notwithstanding the foregoing, the joint venture shareholder subject to a change of control has the right, subject to certain conditions, to put its interest in the joint venture to the other joint venture shareholder at a discount to fair market value in exchange for preferred stock or a 20-year subordinated note (or a combination thereof) of the purchasing shareholder.

Industry

      Since 1970, cruising has been one of the fastest growing sectors of the vacation market, as the number of North American guests has grown to an estimated 6.9 million in 2001 from 0.5 million in 1970, a compound annual growth rate of approximately 9%. We have capitalized on the increasing popularity of cruises through an extensive fleet expansion program.

      According to our estimates, the North American market was served by an estimated 104 cruise ships with approximately 107,750 berths at the end of 1996. The number of berths in the industry is estimated to have increased to approximately 156,950 berths on 111 ships by the end of 2001. The net increase in capacity over the last five years is inclusive of approximately 36 ships with approximately 27,700 berths that have either been retired or moved out of the North American market. There are a number of cruise ships on order with an estimated 66,500 berths which will be placed in service between 2002 and 2005. Although we cannot predict the rate at which future retirements will occur, we believe ship retirements will continue due to competitive pressures and the age of the vessels.

      The following table details the growth in the North American cruise market of both guests and weighted average berths over the past five years:

			Weighted
	North		Average
	American		Supply of Berths
	Cruise		Marketed in
Year	Guests(1)		North America(2)
1997		5,051,000		109,257
1998		5,428,000		118,747
1999		5,894,000		130,152
2000		6,886,000		144,499
2001		6,906,000		151,690

(1)	Source: Cruise Lines International Association based on guests carried for at least two consecutive nights.
(2)	Source: Our estimates.

      Cruise lines compete for consumers’ disposable leisure time spending with other vacation alternatives such as land-based resort hotels and sightseeing destinations, and public demand for such activities is influenced by general economic conditions. We believe that cruise guests currently represent only a small share of the vacation market and that a significant portion of cruise guests carried are “first-time cruisers.”

      Our ships operate worldwide and call on destinations in Alaska, Australia/New Zealand, the Bahamas, Bermuda, Canada, the Caribbean, Europe, Hawaii, Mexico, New England, the Panama Canal, Scandinavia and South America. Competition for cruise guests in all of these geographic areas is vigorous. In most of these areas, we compete with cruise ships owned by other international operators. We compete with a number of cruise lines; however, our principal competitors are Carnival Cruise Line, Holland America Line, Norwegian Cruise Line and Princess Cruises. We compete principally on the basis of quality of service, variety of itineraries and price.

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Operating Strategies

      Our principal operating strategies are to:

•  improve the awareness and market penetration of both brands,

•  continue to expand our fleet with state-of-the-art cruise ships,

•  improve our competitive position with respect to the quality and innovation of our onboard product,

•  expand into new markets and itineraries,

•  further expand our international guest sourcing,

•  utilize sophisticated yield management systems (revenue optimization per berth),

•  further improve our technological capabilities, and

•  maintain strong relationships with travel agencies, the principal industry distribution system.

  Brand Awareness

      Our strategy is to continue to broaden the recognition of both the Royal Caribbean International brand and the Celebrity Cruises brand in the cruise vacation sector. Each brand has a distinct identity and marketing focus but utilizes shared infrastructure resources.

      We have positioned the Royal Caribbean International brand in the contemporary and premium segments of the cruise vacation sector. As such, Royal Caribbean International focuses on providing multiple choices to its guests through a variety of itineraries, accommodations, dining options, ship activities and shore excursions. Hallmarks of the brand include friendly and engaging service, modern ships, family programs, entertainment, health and fitness, and activities designed for guests of all ages.

      We have positioned the Celebrity Cruises brand in the premium segment of the cruise vacation sector. The brand is recognized for its gourmet dining, impeccable service, large staterooms, a high staff-to-guest ratio and luxurious spa facilities. Among its many awards, Celebrity Cruises was voted the top one and two spots and received four of the top eight spots of 27 vessels honored in the Best Large Ships category of the “2001 Reader’s Choice Awards” poll by Condé Nast Traveler.

  Fleet Expansion

      Our current fleet expansion program encompasses three distinct vessel designs known as the Voyager-class, Millennium-class and Radiance-class. Since 1999, we have taken delivery of three Voyager, three Millennium, and one Radiance class vessels. We currently operate 22 ships with 45,854 berths.

      Our increased average ship size and number of available berths have enabled us to achieve certain economies of scale. Larger ships allow us to transport more guests than smaller ships without a corresponding increase in certain operating expenses. This increase in fleet size also provides a larger revenue base to absorb our marketing, selling and administrative expenses.

      Royal Caribbean International. Founded in 1968, Royal Caribbean International was the first cruise line to design ships especially for warm water year round cruising. Royal Caribbean International operated a modern fleet in the 1970s and early 1980s, establishing a reputation for high quality. Between 1988 and 1992, the brand tripled its capacity by embarking on its first major capital expansion program.

      Royal Caribbean International committed to its second capital expansion program with orders for six Vision-class vessels, ranging in size from 1,804 to 2,000 berths, for delivery from 1995 through 1998. During this same period, Royal Caribbean International sold four of its original vessels because these ships were older in age and design and no longer consistent with its image and marketing strategy. Each Vision-class ship features a seven-deck atrium with glass elevators, skylights and glass walls, a pool and entertainment complex covered by a moveable glass roof, hundreds of cabins with verandahs, a two-deck main dining room, a state-of-the-art show theater, a glass-encased indoor/outdoor café and a shopping mall.

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      Royal Caribbean International is currently engaged in its third capital expansion program. It placed Voyager of the Seas, Explorer of the Seas, and Adventure of the Seas, the first three Voyager-class vessels, in service in the fourth quarters of 1999, 2000, and 2001, respectively. Royal Caribbean International has two additional Voyager-class vessels on order. We believe these Voyager-class vessels are the largest and most innovative passenger cruise ships ever built. Each ship is approximately 140,000 gross tons with 3,114 berths. This new class of vessels is designed to provide more diverse vacation options for families and for those seeking active sports and entertainment alternatives during their vacation experience. Each Voyager-class ship has a variety of unique features: the cruise industry’s first horizontal atrium (which is four decks tall, longer than a football field and provides entertainment, shopping and dining experiences), recreational activities such as ice skating, rock climbing, miniature golf and full court basketball, enhanced staterooms, expanded dining options and a variety of intimate spaces.

      Royal Caribbean International took delivery of Radiance of the Seas, the first Radiance-class vessel, in March 2001. Royal Caribbean International has three additional Radiance-class vessels on order and options to purchase two more vessels. The Radiance-class vessels (approximately 90,000 gross tons each) are a progression from the brand’s Vision-class series and have approximately 2,100 berths each. The Radiance-class ships incorporate many of the dining and entertainment options of the Voyager-class vessels, as well as offer a wide array of unique features. These features include panoramic glass elevators facing outward to the sea, floor to ceiling glass windows offering spectacular sea views, and a billiards club.

      Celebrity Cruises. Celebrity Cruises was founded in 1990 and operated three ships between 1992 and 1995. Between 1995 and 1997, Celebrity Cruises undertook its first capital expansion program, adding three Century-class vessels which range in size from 1,750 to 1,850 berths and disposing of one of its original three vessels. Celebrity Cruises is currently engaged in its second capital expansion program and took delivery of Millennium, Infinity and Summit, the first three of the Millennium-class vessels, in June 2000, February 2001 and September 2001, respectively. Celebrity Cruises has one additional Millennium-class vessel, Constellation, on order with an expected delivery in the second quarter of 2002. Each Millennium-class ship has 2,034 berths and is approximately 90,000 gross tons.

      The Millennium-class ships are a progression from the Century-class vessels, which have been widely accepted in the premium segment of the marketplace. This new class of vessels builds on the brand’s primary strengths, including gourmet dining, spacious staterooms and suites complete with balconies, luxurious spa facilities and impeccable service. On the Millennium-class ships, an entire resort deck is dedicated to health, fitness and the rejuvenating powers of water. Celebrity Cruises’ spas are among the most luxurious spas afloat and offer a variety of features, including a large hydropool with neck massage and body jets. Guests can relax in Notes, the music library, smoke cigars at Michael’s Club or stop by The Platinum Club for champagne and caviar.

  Product Innovation

      We recognize the need for new and innovative onboard products and experiences for our guests, which we develop based on guest feedback, crew suggestions and competitive product reviews. Accordingly, we continue to invest in design innovations on new ships and additional product offerings on our existing fleet. Expanded dining options, recreational activities such as ice skating and rock climbing and the latest technology such as our Internet Cafe and interactive television are among the services currently offered.

      In 2001, we began the operation of Royal Celebrity Tours, a tour company offering fully-escorted, premium land tour programs in Alaska for guests traveling on our ships. We offer deluxe motorcoach and rail packages with glass-domed railcars that are among the largest in the world. We are adding a third and fourth railcar in 2002, thus doubling the number of guests we can accommodate on our Alaska rail tours. In an effort to further increase our tour presence in North America, we launched a Canadian Rockies tour program for the 2002 season and a Florida tour program for guests originating from Europe.

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  Worldwide Itineraries

      Our ships operate worldwide with a selection of itineraries that call on approximately 200 destinations. New ships allow us to expand into new destinations, itineraries and markets. Royal Caribbean International offers the Exotic Destinations program which provides global cruise itineraries including Australia/New Zealand, Hawaii, and the South Pacific. Celebrity Cruises continues to deploy vessels in the European market, as a strategic initiative. Celebrity Cruises offers Celebrity Voyages^SM with 10 to 17-night itineraries throughout the Caribbean and South America. We continue to dedicate additional capacity to shorter itineraries with the implementation of four and five-night cruises out of Ft. Lauderdale and San Juan and by establishing a Royal Caribbean International vessel year-round in Port Canaveral to provide three and four-night Bahamas cruises. In addition, both Royal Caribbean International and Celebrity Cruises are expanding their home ports to include Baltimore, Charleston, New Orleans, Galveston and Tampa.

  International Guests

      In connection with our global expansion, international guests have provided an increasing share of our growth. International guests have grown from approximately 7% of total guests in 1991 to approximately 20% of total guests in 2001. One of our strategies is to use fleet deployment and expanded itineraries to increase our guest sourcing outside North America. Over the past few years, we have increased our investment in information technology spending and increased our international advertising to enhance brand awareness worldwide. We carry out our international sales effort through our sales offices located in London, Frankfurt, Oslo and Genoa, and a network of 40 independent international representatives located throughout the world. We also are able to accept bookings in various currencies. See Note 2 of the Consolidated Financial Statements for additional information on revenues by geographic area for each of the last three financial years.

      In connection with our international strategy, in July 2000 we entered into a multi-faceted strategic alliance with First Choice Holidays PLC, one of the United Kingdom’s largest integrated tour operators. First Choice Holidays PLC now provides both brands with a significantly larger distribution base in the United Kingdom and access to First Choice Holidays PLC’s significant retail outlets, operated under several well-known brand names, as well as use of its new distribution technology, including its unique interactive digital sales technology and online e-retail outlets. We have provided First Choice Holidays PLC with special training and promotional material geared at increasing distribution. This marketing alliance was solidified by our investment of approximately $300 million in convertible preferred stock issued by First Choice Holidays PLC. If fully converted, our holding would represent approximately a 17% interest in First Choice Holidays PLC.

      Separately, we entered into a joint venture with First Choice Holidays PLC to launch a new cruise brand, Island Cruises. Viking Serenade, a 1,512-passenger ship which operated under the Royal Caribbean International brand until February 14, 2002, is the first ship operated by Island Cruises. As part of the transaction, Viking Serenade was renamed Island Escape and it offers Mediterranean itineraries in summer and Mexican Baja itineraries in winter.

      In November 2001, we entered into a new joint venture agreement with P&O Princess to jointly create and operate a cruise line company to target customers in southern Europe. The joint venture company is owned 50% by P&O Princess and 50% by us. Each party has committed up to $500.0 million in shareholder equity, with approximately $5.0 million contributed by each party to date and the balance due and payable when called by the joint venture company. We have agreed to assign our ship-build contracts for Serenade of the Seas and Jewel of the Seas to the joint venture company, and P&O Princess has similarly agreed to assign two identified ship-build contracts to the joint venture company. Subject to the terms of the agreement, the joint venture agreement can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003.

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  Revenue Management

      We believe we have the most advanced revenue management capabilities in the industry, which enables us to make optimal decisions about pricing, inventory and marketing actions. We are continuously working to refine these systems and tools through increased forecasting capabilities, ongoing improvements to our understanding of price/demand relationships, and greater automation of the decision process.

  Technological Development

      We have invested heavily in information technology to support our corporate infrastructure and guest and travel trade relations. We now have fully automated our pierside embarkation process, and have developed a corporate shoreside intranet to improve our internal productivity. Both Royal Caribbean International and Celebrity Cruises have extensive websites that are world class marketing portals with consumer booking engines, providing access to millions of Internet users throughout the world. To further enhance our customer service, we have provided on-line access so guests can book shore excursions via our websites up to ten days before sailing. We also have begun installing interactive televisions in guests’ staterooms, enabling them to shop for shore excursions, select a dinner wine and monitor their onboard accounts. Other innovations include royalcaribbean online and online@celebritycruises, which allow guests access to the Internet. For the trade, we have cruisingpower.com, a website dedicated to Internet communications with the travel community, which enables fast access to online tools. These online tools include Cruise Match 2000® Online, an internet browser-based booking system, CruisePay, an on-line payment service and Cruise Writer, which provides the capability to customize brochures and flyers. We have also launched CruiseManager, an independent browser-based booking tool through CruisePath Network.

  Travel Agency Support

      Almost all of the bookings for our ships are made by independent travel agencies and we are committed to supporting the travel agency community. For key accounts, we have moved from a single sales force representing both Royal Caribbean International and Celebrity Cruises to separate sales personnel dedicated to each brand to build service quality and to improve outreach to travel agents. We were the first cruise company to develop an automated booking system for the trade, CruiseMatch®2000. This automated reservations system allows travel agents direct access to our computer reservation system to improve ease of bookings. More than 30,000 independent travel agencies worldwide can book cruises for both brands using CruiseMatch®2000. Our customer service center uses state-of-the-art technology to help travel agents resolve guest service issues prior to sailing. We operate two reservation call centers, one in Miami, Florida and the other in Wichita, Kansas, thereby offering flexibility and extended hours of operations.

Sales, Marketing and Guest Services

      Royal Caribbean International has a comprehensive marketing program through which it positions itself as a provider of high quality, excellent value, all-inclusive cruise vacations. Royal Caribbean International’s marketing strategies focus on active adults and families who are vacation enthusiasts seeking new experiences, different places, and have a real “lust for life.”

      Celebrity Cruises has recently initiated an integrated targeted marketing strategy. The strategy calls for building relationships with customers by delivering the brand’s message to the target customer using direct, one-to-one marketing channels, and measuring results. Celebrity’s target customer is the experienced cruiser who appreciates quality and value.

      We offer to handle travel aspects related to guest reservations and transportation, particularly arranging guest air transportation, which is one of our important areas of operation. We have developed Custom Air service where guests can now view their flight itineraries 60 days prior to cruise departure and decide to lock-in those flights or choose others. By providing guests their air itineraries earlier, agents and guests can decide if it makes sense for them to take advantage of our Custom Air program. We maintain a comprehensive relationship with many of the major airlines ranging from fare negotiation and space handling to baggage transfer.

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Operations

  Cruise Ships and Itineraries

      We operate 22 ships, under two brands, on a selection of worldwide itineraries ranging from two to 17 nights that call on approximately 200 destinations. The following table represents summary information concerning our ships and their areas of operation based on 2002 itineraries (subject to change):

		Year Vessel
Vessel		Entered Service		Berths		Primary Areas of Operation
Royal Caribbean International
	Brilliance of the Seas(1)		2002		2,100	Europe, Canada/New England, Southern Caribbean
	Adventure of the Seas		2001		3,114	Southern Caribbean
	Radiance of the Seas		2001		2,100	Pacific Northwest, Alaska, Southern Caribbean
	Explorer of the Seas		2000		3,114	Eastern & Western Caribbean
	Voyager of the Seas		1999		3,114	Western Caribbean
	Vision of the Seas		1998		2,000	Panama Canal, Hawaii, Alaska, Mexican Riviera
	Enchantment of the Seas		1997		1,950	Eastern & Western Caribbean
	Rhapsody of the Seas		1997		2,000	Western Caribbean
	Grandeur of the Seas		1996		1,950	Western Caribbean, Mexican Riviera, Panama Canal
	Splendour of the Seas		1996		1,804	Europe, South America
	Legend of the Seas		1995		1,804	Alaska, Hawaii, Mexican Riviera, Australia/New Zealand
	Majesty of the Seas		1992		2,354	Bahamas
	Monarch of the Seas		1991		2,354	Western Caribbean
	Nordic Empress		1990		1,600	Caribbean, Bermuda
	Sovereign of the Seas		1988		2,276	Bahamas
Celebrity Cruises
	Constellation(1)		2002		2,034	Europe, Caribbean
	Summit		2001		2,034	Caribbean, Alaska, Hawaii
	Infinity		2001		2,034	Alaska, Southern Caribbean, Panama Canal, Hawaii
	Millennium		2000		2,034	Caribbean
	Mercury		1997		1,870	Alaska, South America, Caribbean
	Galaxy		1996		1,870	Caribbean
	Century		1995		1,750	Eastern & Western Caribbean
	Zenith		1992		1,374	Bermuda, Western Caribbean, South America
	Horizon		1990		1,354	Caribbean, Bermuda

⁽¹⁾  Vessel is scheduled for delivery in 2002, but is not yet in service.

      Currently, the combined fleets of Royal Caribbean International and Celebrity Cruises have an average age of approximately five years, which we believe is the youngest of any major cruise company.

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      We have six ships on order. The planned berths and expected delivery dates of the ships on order are as follows:

			Expected
Vessel			Delivery Date		Berths
Royal Caribbean International
	Voyager-class:
		Navigator of the Seas		1st Quarter 2003		3,114
		Mariner of the Seas		1st Quarter 2004		3,114
	Radiance-class:(1)
		Brilliance of the Seas		3rd Quarter 2002		2,100
		Serenade of the Seas(2)		4th Quarter 2003		2,100
		Jewel of the Seas(2)		2nd Quarter 2004		2,100
Celebrity Cruises
	Millennium-class:
		Constellation		2nd Quarter 2002		2,034

(1)	We have two options on Radiance-class vessels with delivery dates in the third quarters of 2005 and 2006.
(2)	These two ships are committed to the new southern European joint venture with P&O Princess.

      The Voyager-class vessels are being built in Turku, Finland by Kvaerner-Masa Yards; the Radiance-class vessels are being built in Papenburg, Germany by Meyer Werft; and the Millennium-class vessel is being built by Chantiers de l’Atlantique in St. Nazaire, France.

  Shipboard Activities and Shipboard Revenues

      There is a wide array of shipboard activities, services and amenities on our ships including swimming pools, sun decks, spa facilities (which include massage and exercise facilities), beauty salons, ice skating rinks, rock climbing walls, gaming facilities (which operate while the ships are at sea), lounges, bars, Las Vegas-style entertainment, retail shopping, libraries, cinemas, conference centers, and shore excursions at each port of call. While many shipboard activities are included in the base price of a cruise, additional revenues are realized from, among other things, gaming, the sale of alcoholic and other beverages, the sale of gift shop items and shore excursions, photography and spa services. In addition, both Royal Caribbean International and Celebrity Cruises offer a catalogue gift service to provide travel agents and others with the opportunity to purchase “bon voyage” gifts.

  Seasonality

      Our revenues are seasonal based on the demand for cruises. In recent years, demand has been strongest for cruises during the summer months.

  Guests and Capacity

      The following table sets forth the aggregate number of guests carried and the number of guests carried expressed as a percentage of the capacity of our ships:

	Year Ended December 31,
	2001			2000			1999
Number of Guests Carried		2,438,849			2,049,902			1,704,034
Occupancy Percentage		101.8	%		104.4	%		104.7	%

      In accordance with cruise industry practice, capacity is determined based on double occupancy per cabin even though some cabins can accommodate three or four guests; accordingly, a percentage in excess of 100% indicates that more than two guests occupied some cabins.

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  Cruise Pricing

      Our cruise prices include a wide variety of activities and amenities, including meals and entertainment. Prices vary depending on the destination, cruise length, cabin category selected and the time of year the voyage takes place. Additionally, we offer air transportation as a service for guests that elect to utilize the air program. Our air transportation prices vary by gateway and destination and are available from cities in the United States, Canada and Europe. Furthermore, we sell insurance which provides guests with coverage for trip cancellation, medical protection and baggage protection.

Suppliers

      Our largest purchases are for airfare, food and related items, port facilities, fuel, advertising, and hotel supplies and products related to guest accommodations. Most of the supplies we require are available from numerous sources at competitive prices. None of our suppliers provided goods or services in excess of 10% of our revenues in 2001.

Insurance

      We maintain an aggregate of approximately $10 billion of insurance on the hull and machinery of our ships, which includes additional coverage for disbursements, earnings and increased value, which are maintained in amounts related to the value of each vessel. The coverage for each of the hull policies is maintained with syndicates of insurance underwriters from the British, Scandinavian, United States and other international insurance markets.

      We maintain liability protection and indemnity insurance on each of our ships through either Assuranceforeningen GARD or the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited.

      We maintain war risk insurance on each vessel through a Norwegian war risk insurance organization in an amount equal to the total insured hull value. This coverage includes physical damage to the vessel for which coverage would be excluded by reason of war exclusion clauses in the hull policies. Protection and indemnity war risk coverage is also maintained for risks that would be excluded by the rules of the indemnity insurance organizations, subject to certain limitations.

      We also maintain a form of business interruption insurance with our insurance underwriters in the event that a vessel is unable to operate during scheduled cruise periods due to loss or damage to the vessel arising from certain covered events which last more than a specified period of time. Insurance coverage is also maintained for certain events which would result in a delayed delivery of our contracted new vessels, which we normally place starting approximately two years prior to the scheduled delivery dates.

      Insurance coverage for shoreside property, shipboard consumables and inventory and general liability risks are maintained with insurance underwriters in the United States and the United Kingdom. We have decided not to carry business interruption insurance for shoreside operations based on our evaluation of the risks involved and our protective measures already in place, as compared to the premium expense.

      All insurance coverage is subject to certain limitations, exclusions and deductible levels. In addition, in certain circumstances, we co-insure a portion of these risks. Premiums charged by insurance carriers, including carriers in the maritime insurance industry, increase or decrease from time to time and tend to be cyclical in nature. We historically have been able to obtain insurance coverage in amounts and at premiums we have deemed to be commercially acceptable. No assurance can be given that affordable and secure insurance markets will be available to us in the future, particularly for war risk insurance.

Trademarks

      We own a number of registered trademarks relating to, among other things, the name “Royal Caribbean” and its crown and anchor logo, the name “Celebrity” and its “X” logo, and the names of our cruise ships. We believe such trademarks are widely recognized throughout the world and have considerable value.

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Regulation

      All of our ships are registered in the Bahamas, Liberia, Norway or Panama. Each ship is subject to regulations issued by its country of registry, including regulations issued pursuant to international treaties governing the safety of the ship and its guests. Each country of registry conducts periodic inspections to verify compliance with these regulations. In addition, ships operating out of United States ports are subject to inspection by the United States Coast Guard for compliance with international treaties and by the United States Public Health Service for sanitary conditions.

      Our ships are required to comply with international safety standards defined in the Safety of Life at Sea Convention. The Safety of Life at Sea Convention standards are revised from time to time, and the most recent modifications are being phased in through 2010. We do not anticipate that we will be required to make any material expenditures in order to comply with these rules.

      In 1993, the Safety of Life at Sea Convention was amended to adopt the International Safety Management Code. The International Safety Management Code provides an international standard for the safe management and operation of ships and for pollution prevention. The International Safety Management Code became mandatory for passenger vessel operators such as ourselves on July 1, 1998.

      We are also subject to various United States and international laws and regulations relating to environmental protection. Under such laws and regulations, we are prohibited from, among other things, discharging certain materials, such as petrochemicals and plastics, into the waterways.

      We are required to obtain certificates from the United States Federal Maritime Commission relating to our ability to meet liability in cases of nonperformance of obligations to guests as well as casualty and personal injury. Under the Federal Maritime Commission’s current regulations, we are required to provide a $15 million bond for each of Royal Caribbean International and Celebrity Cruises as a condition to obtaining the required certificates. The Federal Maritime Commission recently decided to consider various revisions to the financial responsibility regulations which could require us to significantly increase the amount of our bonds and accordingly increase our costs of compliance. We are also required to establish financial responsibility by the U.K. and other jurisdictions for passengers from these jurisdictions.

      We are required to obtain certificates from the United States Coast Guard relating to our ability to meet liability in cases of water pollution. Under the United States Coast Guard’s current regulations, Royal Caribbean International and Celebrity Cruises are required to provide guarantees of approximately $123.5 million and $81.2 million, respectively, as a condition to obtaining the required certificates.

      We believe that we are in material compliance with all the regulations applicable to our ships and that we have all licenses necessary to conduct our business. From time to time various other regulatory and legislative changes have been or may in the future be proposed that could have an effect on the cruise industry in general.

Taxation of the Company

      The following discussion of the application of the federal income tax laws to us and to our subsidiaries is based on the current provisions of the Internal Revenue Code; proposed, temporary and final Treasury Department regulations; administrative rulings; and court decisions. All of the foregoing are subject to change, and any change thereto could affect the accuracy of this discussion.

  Application of Section 883 of the Internal Revenue Code

      We and our subsidiary, Celebrity Cruises Inc., the operator of Celebrity Cruises, are foreign corporations engaged in a trade or business in the United States, and our vessel-owning subsidiaries are foreign corporations that, in many cases, depending upon the itineraries of their vessels, receive income from sources within the United States. Under Section 883 of the Internal Revenue Code, certain foreign corporations are not subject to United States income or branch profits tax on United States source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.

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      A foreign corporation will qualify for the benefits of Section 883 of the Internal Revenue Code if in relevant part (i) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States and (ii) more than 50% of the value of its capital stock is owned, directly or indirectly, by individuals who are residents of a foreign country that grants such an equivalent exemption to corporations organized in the United States (“qualifying shareholders”) or the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States or another qualifying country, such as Norway.

      In the opinion of our United States tax counsel, and based on the representations and assumptions set forth therein, we, Celebrity Cruises Inc. and our vessel-owning subsidiaries qualify for the benefits of Section 883 because we and each of those subsidiaries are incorporated in a qualifying jurisdiction and our common stock is primarily and regularly traded on an established securities market in the United States or Norway. In addition, we believe that substantially all of our income is derived from or incidental to the international operation of a ship or ships. Any United States source income not so derived will be subject to United States taxation, but we believe that such income is not a material portion of our total income.

      Although no final regulations have been promulgated that explain when stock will be considered “primarily and regularly traded on an established securities market” for purposes of Section 883, regulations on this subject have been proposed by the Internal Revenue Service. The proposed regulations have no current legal effect and may be modified before they are finalized. They provide, in relevant part, that a corporation’s stock will satisfy this requirement only if more than 50% is owned by persons who each own less than 5% of the value of the corporation’s stock.

      Our United States tax counsel expects us to meet the ownership requirements of Section 883 in 2002 and subsequent years because (i) more than 50% of our common stock is owned by persons who each own less than 5% of the value of such stock, directly or by attribution, and (ii) in any event, the regulations as ultimately finalized should permit identifiable direct 5% shareholders and indirect shareholders who hold their interests through 5% shareholders to count favorably toward the 50% test if they reside in qualifying jurisdictions, thereby increasing the margin by which we meet such test. Additionally, in May 2000 our Articles of Incorporation were amended to prohibit any person, other than our two existing largest shareholders, from holding shares that give such person in the aggregate more than 4.9% of the relevant class or classes of our shares except that under Liberian law this amendment may not be enforceable with respect to shares of common stock that were voted against the amendment or that were recorded as abstaining from the vote.

      There can be no assurance that the opinions of our United States tax counsel set forth above will be accepted by the Internal Revenue Service or the courts. Furthermore, Section 883 has been the subject of legislative modifications in past years that have had the effect of limiting its availability to certain taxpayers and there can be no assurance that future legislation or certain changes in our stock ownership will not preclude us from obtaining the benefits of Section 883. At this time, however, there is no known limiting legislation pending before the United States Congress.

  Taxation in the Absence of an Exemption under Section 883 of the Internal Revenue Code

      In the event that we, Celebrity Cruises Inc., or our vessel-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if such provision were repealed, then, as explained below, such companies would be subject to United States income taxation on only a portion of their income.

      Since we and Celebrity Cruises Inc. conduct a trade or business in the United States, we and Celebrity Cruises Inc. would be taxable at regular corporate rates on our company taxable income (i.e., without regard to the income of our vessel-owning subsidiaries), from United States sources, which includes 100% of income, if any, from transportation which begins and ends in the United States (not including possessions of the United States), 50% of income from transportation which either begins or ends in the United States, and no income from transportation which neither begins nor ends in the United States. The legislative history of the transportation income source rules suggests that a cruise that begins and ends in a United States port, but that

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calls on more than one foreign port, will derive United States source income only from the first and last legs of such cruise. Because there are no regulations or other Internal Revenue Service interpretations of these rules, the applicability of the transportation income source rules in the aforesaid favorable manner is not free from doubt. In addition, if any of our earnings and profits effectively connected with our United States trade or business are withdrawn or are deemed to have been withdrawn from our United States trade or business, such withdrawn amount would be subject to a “branch profits” tax at the rate of 30%. The amount of such earnings and profits would be equal to the aforesaid United States source income, with certain generally minor adjustments, less income taxes. Finally, we and Celebrity Cruises Inc. would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.

      If Section 883 of the Internal Revenue Code were not available to a vessel-owning subsidiary, such subsidiary would be subject to a special 4% tax on its United States source gross transportation income, if any, each year because its income is derived from the leasing of a vessel and because it does not have a fixed place of business in the United States. Such United States source gross transportation income may be determined under any reasonable method, including ratios based upon (i) days traveling directly to or from United States ports to total days traveling; or (ii) the lessee’s United States source gross income from the vessel (as determined under the source rules discussed in the preceding paragraph, and subject to the assumptions and qualifications set forth therein) to the lessee’s total gross income from the vessel.

Organizational Structure

      We hold directly or indirectly all of the voting stock of the following significant subsidiaries:

	Jurisdiction of
Name	Incorporation
Celebrity Cruise Lines Inc.		Cayman Islands
Celebrity Cruises Holdings Inc.		Liberia
Cruise Mar Shipping Holdings Ltd.		Liberia
Cruise Mar Investments Inc.		Liberia
Celebrity Cruises Inc.		Liberia

Property, Plants and Equipment

      Information about our cruise ships including their size and primary areas of operation may be found within the Fleet Expansion and Cruise Ships and Itineraries sections within Business Overview, Item 4. Information regarding our cruise ships under construction, estimated expenditures and financing may be found within the Fleet Expansion, Future Commitments, and Funding Sources sections of Item 5. Information about leased vessels and encumbrances on vessels may be found within the Material Contracts section of Item 10.

      Our principal executive office and shoreside operations are located at the Port of Miami, Florida where we lease three office buildings totaling approximately 359,430 square feet from Miami-Dade County, Florida under long-term leases with initial terms expiring in various years on and after 2011. We also lease space in Wichita, Kansas for use primarily as an additional reservation center and in Miramar, Florida for use primarily as additional office space. The office space in Miramar, Florida is currently unoccupied except for a portion which is under a temporary sublease.

      Royal Caribbean International operates two private destinations: (i) an island we own in the Bahamas which we call CocoCay; and (ii) Labadee, a secluded peninsula which we lease and is located on the north coast of Haiti.

      We believe that our facilities are adequate for our current needs. We evaluate our needs periodically and obtain additional facilities when considered necessary.

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Item 5.     Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Financial Condition and Results of Operations

      Certain statements under this caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our letter to shareholders and elsewhere in this document constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to:

•  general economic and business conditions,

•  cruise industry competition,

•  changes in vacation industry capacity, including cruise capacity,

•  the impact of tax laws and regulations affecting our business or our principal shareholders,

•  the impact of changes in other laws and regulations affecting our business,

•  the impact of pending or threatened litigation,

•  the delivery of scheduled new vessels,

•  emergency ship repairs,

•  incidents involving cruise vessels at sea,

•  reduced consumer demand for cruises as a result of any number of reasons, including armed conflict, political instability, or the unavailability of air service,

•  changes in interest rates or oil prices, and

•  weather.

      The above examples may not be exhaustive and new risks emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

General

  Summary

      We reported net income and earnings per share for the year ended December 31, 2001 as shown in the table below. Net income decreased 42.9% to $254.5 million or $1.32 per share on a diluted basis in 2001 compared to $445.4 million or $2.31 per share in 2000. The decrease in net income is primarily the result of lost revenues and additional costs associated with events related to September 11, 2001, and ships out of service. Additionally, net income was impacted by a decline in net revenues per available passenger cruise day due to a general softness in the U.S. economy and a significant growth of our fleet capacity. The increase in capacity is associated with the addition of Millennium and Explorer of the Seas in 2000 and Infinity, Radiance of the Seas, Summit, and Adventure of the Seas in 2001.

      Net income for 2001 was adversely impacted by approximately $47.7 million due to lost revenues and extra costs directly associated with passengers not being able to reach their departure ports during the weeks following the terrorist attacks of September 11, 2001 and costs associated with business decisions taken in the aftermath of the attacks. Also, net income was negatively impacted by approximately $30.7 million from the cancellation of nine weeks of sailings due to ship incidents, partially offset by $14.0 million related to insurance claims from prior years. Net income for 1999 was adversely impacted by $17.3 million of non-recurring settlement-related charges and by $12.8 million, net of insurance recoveries, for ships out of service. Accordingly, on a comparable basis, before the impact of September 11, 2001, ships out of service, insurance

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claims and the settlement charges, earnings were $318.9 million or $1.65 per share in 2001 versus $445.4 million or $2.31 per share in 2000 and $414.0 million or $2.22 per share in 1999. There were no significant events or circumstances in 2000 for which an adjustment was appropriate to make 2000 net income comparable to adjusted 2001 and 1999 earnings.

	Year Ended December 31,
	2001		2000		1999
	(in thousands, except per share data)
Revenues	$	3,145,250	$	2,865,846	$	2,546,152
Operating Income		455,605		569,540		480,174
Net Income		254,457		445,363		383,853
Basic Earnings Per Share	$	1.32	$	2.34	$	2.15
Diluted Earnings Per Share	$	1.32	$	2.31	$	2.06

  Selected Statistical Information (unaudited):

	2001			2000			1999
Guests Carried		2,438,849			2,049,902			1,704,034
Guest Cruise Days		15,341,570			13,019,811			11,227,196
Occupancy Percentage		101.8	%		104.4	%		104.7	%

Proposed Dual-listed Company Merger with P&O Princess Cruises plc

      On November 19, 2001, we entered into an agreement with P&O Princess Cruises plc (P&O Princess), providing for the combination of Royal Caribbean and P&O Princess as a merger of equals under a dual-listed company structure. If the dual-listed company merger is completed, it would involve a combination of the two companies through a number of contracts and certain amendments to our Articles of Incorporation and By-Laws and to P&O Princess’ Articles and Memorandum of Association. The two companies would retain their separate legal identities but would operate as if they were a single unified economic entity. The contracts governing the dual-listed company merger would provide that the boards of directors of the two companies would be identical and that, as far as possible, the shareholders of Royal Caribbean and P&O Princess would be placed in substantially the same economic position as if they held shares in a single enterprise which owned all of the assets of both companies. The net effect of the dual-listed company merger would be that the shareholders of Royal Caribbean would own an economic interest equal to 49.3% of the combined company and the shareholders of P&O Princess would own an economic interest equal to 50.7% of the combined company.

      The obligations of Royal Caribbean and P&O Princess to effect the dual-listed company merger are subject to the satisfaction of various conditions, including the receipt of certain regulatory approvals and consents and approval by the shareholders of each of Royal Caribbean and P&O Princess. No assurance can be given that all required approvals and consents will be obtained, and if such approvals and consents are obtained, no assurance can be given as to the terms, conditions and timing of the approvals and consents. If the dual-listed company merger is not completed by November 16, 2002, either party can terminate the agreement if it is not in material breach of its obligations thereunder. We have incurred, and continue to incur, costs which have been or will be deferred in connection with the dual-listed company merger. In the event the transaction is not consummated, we would be required to write these costs off, resulting in an estimated impact to earnings of approximately $15 million. If the dual-listed company merger is completed, these deferred costs, together with additional costs, would be capitalized as part of the transaction.

      If the merger agreement is terminated under certain circumstances, we would be obligated to pay P&O Princess a break fee of $62.5 million. These circumstances include, among other things, our board of directors withdrawing or adversely modifying its recommendation to shareholders to approve the dual-listed company merger, our board of directors recommending an alternative acquisition transaction to shareholders, and our shareholders failing to approve the dual-listed company merger if another acquisition proposal with respect to

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Royal Caribbean exists at that time. Similarly, P&O Princess would be obligated to pay us a break fee of $62.5 million upon the occurrence of reciprocal circumstances.

      In December 2001, Carnival Corporation (Carnival) announced a competing pre-conditional offer to acquire all of the outstanding shares of P&O Princess. In connection with its preconditional offer, Carnival solicited proxies from P&O Princess’ shareholders in favor of an adjournment of the P&O Princess’ special meeting prior to a shareholder vote to approve the dual-listed company merger. On February 14, 2002, Royal Caribbean and P&O Princess convened special meetings of their respective shareholders to approve the dual-listed company merger. Prior to voting to approve the merger, the shareholders of each company voted to adjourn their respective meetings until an unspecified future date. We do not know at this time the date on which the meetings will be reconvened.

Joint Venture with P&O Princess

      On November 19, 2001, we entered into a joint venture agreement with P&O Princess to target customers in southern Europe. The joint venture company is owned 50% by P&O Princess and 50% by us. Each party has committed up to $500.0 million in shareholder equity, with approximately $5.0 million contributed by each party to date and the balance due and payable when called by the joint venture company. Each party has agreed to assign two identified ship-build contracts to the joint venture company, which will be held in trust for the joint venture company pending such assignments. Any payments we have made under these contracts prior to assignment will be credited against our shareholder equity commitment. Subject to the terms of the agreement, the joint venture agreement can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003. The joint venture agreement does not require the approval of the shareholders of Royal Caribbean or P&O Princess. (See Future Commitments.)

Fleet Expansion

      Our current fleet expansion program encompasses three distinct vessel designs known as the Voyager-class, Millennium-class and Radiance-class. Since 1999, we have taken delivery of three Voyager, three Millennium and one Radiance class vessels. We currently operate 22 ships with 45,854 berths.

      We have six ships on order. The planned berths and expected delivery dates of the ships on order are as follows:

			Expected
Vessel			Delivery Date		Berths
Royal Caribbean International
	Voyager-class:
		Navigator of the Seas		1st Quarter 2003		3,114
		Mariner of the Seas		1st Quarter 2004		3,114
	Radiance-class:(1)
		Brilliance of the Seas		3rd Quarter 2002		2,100
		Serenade of the Seas(2)		4th Quarter 2003		2,100
		Jewel of the Seas(2)		2nd Quarter 2004		2,100
Celebrity Cruises
	Millennium-class:
		Constellation		2nd Quarter 2002		2,034

(1)	We have two options on Radiance-class vessels with delivery dates in the third quarters of 2005 and 2006.
(2)	These two ships are committed to the new southern European joint venture with P&O Princess.

      We believe the Voyager-class vessels are the largest and the most innovative passenger cruise ships ever built. The Radiance-class vessels are a progression from Royal Caribbean International’s Vision-class vessels, while the Millennium-class ships are a progression from Celebrity Cruises’ Century-class vessels.

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Critical Accounting Policies

      Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates. (See Notes 1 and 2 to the Consolidated Financial Statements.) Certain of our accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions. A discussion of what we believe to be our most critical accounting policies follows:

  Ship Accounting

      Our ships represent our most significant asset, and we state them at cost less accumulated depreciation and amortization. Depreciation of vessels, which includes amortization of vessels under capital leases, is computed net of a 15% projected residual value using the straight-line method over estimated service lives of primarily 30 years. Significant vessel improvement costs are capitalized as additions to the vessel versus a repair and maintenance activity, which is charged to expense. Our depreciation and amortization assumptions take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. Given the very large and complex nature of our ships, our accounting estimates related to ships and determinations of vessel improvement costs to be capitalized require considerable judgment and are inherently uncertain. Should certain factors or circumstances cause us to revise our estimate of ship service lives or projected residual values, depreciation expense could be materially lower or higher. If circumstances cause us to change our assumptions in making determinations as to whether vessel improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense.

  Valuation of Long-lived Assets and Goodwill

      We review long-lived assets and goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of our asset based on our estimate of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset’s estimated fair value and its carrying value.

      The determination of fair value is based on quoted market prices in active markets, if available. Such markets are often not available for used cruise ships. Accordingly, we also base fair value on independent appraisals, sales price negotiations and projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes numerous uncertainties which require our significant judgment when making assumptions of revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements, cruise industry competition and general economic and business conditions, among other factors.

      Upon adoption of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” on January 1, 2002, we ceased to amortize goodwill; goodwill amortization was $10.4 million in 2001. In addition, we are required to perform an initial impairment review of our goodwill upon adoption and an annual impairment review thereafter. We currently do not expect to record an impairment charge upon completion of the initial impairment review.

      If there is a material change in the assumptions used in our determination of fair values or if there is a material change in the conditions or circumstances influencing fair value, we could be required to recognize a material impairment charge.

  Contingencies — Litigation

      On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our

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best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

  Proposed Statement of Position

      On June 29, 2001, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued a proposed Statement of Position, “Accounting for Certain Costs and Activities Related to Property, Plant and Equipment.” Under the proposed Statement of Position, we would be required to adopt a component method of accounting for our ships. Using this method, each component of a ship would be identified as an asset and depreciated over its own separate expected useful life. In addition, we would have to expense drydocking costs as incurred which differs from our current policy of accruing future drydocking costs evenly over the period to the next scheduled drydocking. Lastly, liquidated damages received from shipyards as mitigation of consequential economic costs incurred as a result of the late delivery of a new vessel would have to be recorded as a reduction of the ship’s cost basis versus our current treatment of recording liquidated damages as nonoperating income. If adopted, the proposed Statement of Position would be effective for us beginning on January 1, 2003. We have not yet analyzed the impact that this proposed Statement of Position would have on our results of operation or financial position, as we are uncertain whether, or in what form, it will be adopted.

Results of Operations

      The following table presents operating data as a percentage of revenues. As a result of the events of September 11, 2001, ships out of service and certain other items, not all operating margins are comparative year over year.

		Year Ended December 31,
		2001			2000			1999
Revenues			100.0	%		100.0	%		100.0	%
Expenses:
	Operating		61.5			57.7			58.8
	Marketing, selling and administrative		14.4			14.4			14.6
	Depreciation and amortization		9.6			8.0			7.8
Operating Income			14.5			19.9			18.8
Other Income (Expense)			(6.4	)		(4.4	)		(3.8	)
Net Income			8.1	%		15.5	%		15.0	%

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

  Revenues

      Revenues increased 9.7% to $3.1 billion from $2.9 billion for the same period in 2000. The increase in revenues was due primarily to a 20.8% increase in capacity, partially offset by a 9.1% decline in gross revenue per available passenger cruise day. The increase in capacity was primarily due to the addition of Millennium and Explorer of the Seas in 2000, and Infinity, Radiance of the Seas, Summit and Adventure of the Seas in 2001. The increase in new capacity was partially offset by the cancellation of 14 weeks of sailings due to ship incidents and the events of September 11, 2001. The decline in gross revenue per available passenger cruise day was primarily attributed to the events related to September 11, 2001, a general softness in the U.S. economy and a significant growth of our fleet capacity. Net revenue per available passenger cruise day for 2001 declined 9.1% from the prior year. Occupancy for 2001 was 101.8% compared to 104.4% in 2000.

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      Starting in early 2001, we experienced a softness in bookings which we attribute to the weakening U.S. economy. By mid-summer, we started to see a recovery in this trend, with booking volume and pricing improving. Following the terrorist attacks of September 11, 2001, there was a substantial drop in bookings and an increase in cancellations. After the initial decline, bookings gradually improved, prompted initially by substantial discounts. Pricing began to recover by mid-November. Booking patterns, which shifted to closer-in sailing dates following September 11, also began to return to pre-September 11 patterns.

  Expenses

      Operating expenses increased 17.1% to $1.9 billion in 2001 compared to $1.7 billion for the same period in 2000. The increase is primarily due to additional costs associated with increased capacity.

      Marketing, selling and administrative expenses increased 10.0% to $454.1 million in 2001 from $412.8 million in 2000. On a per available passenger cruise day basis, marketing, selling and administrative expenses decreased 8.9% due primarily to economies of scale and cost containment efforts, partially offset by business decisions taken subsequent to the events of September 11, 2001 involving itinerary changes, office closures, and severance costs related to a reduction in force. Marketing, selling and administrative expenses as a percentage of revenues were 14.4% for 2001 and 2000.

      Cost savings initiatives from 2000 and 2001 contributed to a 4.5% reduction in operating costs and marketing, selling and administrative expenses on a per available passenger cruise day basis, excluding fuel costs, in 2001 compared to 2000. We expect a similar improvement in 2002.

      Depreciation and amortization increased 30.4% to $301.2 million in 2001 from $231.0 million in 2000. The increase is primarily due to incremental depreciation associated with the addition of new ships.

  Other Income (Expense)

      Gross interest expense (excluding capitalized interest) increased to $290.2 million in 2001 compared to $198.5 million in 2000. The increase is due primarily to an increase in the average debt level associated with our fleet expansion program, partially offset by a reduction in our weighted average interest rate. Capitalized interest decreased from $44.2 million in 2000 to $37.0 million in 2001 due to a lower average level of investment in ships under construction and lower interest rates.

      Included in Other income (expense) in 2001 and 2000 is $19.4 million and $9.2 million, respectively, of dividend income from our investment in convertible preferred stock of First Choice Holidays PLC and $7.2 million and $10.2 million in 2001 and 2000, respectively, of compensation from a shipyard related to the delivery of ships. (See Liquidity and Capital Resources.)

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

  Revenues

      Revenues increased 12.6% to $2.9 billion in 2000 compared to $2.5 billion for the same period in 1999. The increase in revenues is due to a 16.4% increase in capacity partially offset by a 3.3% decline in gross revenue per available passenger cruise day. The increase in capacity is primarily associated with the addition to the fleet of Voyager of the Seas in 1999, and Millennium and Explorer of the Seas in 2000. The decline in gross revenue per available passenger cruise day was due to lower cruise ticket prices, a lower percentage of guests electing to use our air program and lower shipboard revenue per diems due to a higher use of concessionaires onboard the Royal Caribbean International vessels in 2000. Concessionaires pay us a net commission, which is recorded as revenue, in contrast to in-house operations, where shipboard revenues and related cost of sales are recorded on a gross basis. Net revenue per available passenger cruise day for 2000 was approximately the same as in 1999. Occupancy for 2000 was 104.4% compared to 104.7% in 1999.

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  Expenses

      Operating expenses increased 10.4% to $1.7 billion in 2000 as compared to $1.5 billion in 1999. The increase is primarily due to additional costs associated with increased capacity and an increase in fuel costs, partially offset by a decrease in air expenses due to a lower percentage of guests electing to use our air program, as well as lower shipboard cost of sales due to the increased use of concessionaires as discussed previously. Included in 1999 operating expenses are charges of $17.3 million related to settlements with the U.S. Department of Justice and the State of Alaska. Excluding the settlements, operating expenses as a percentage of revenues decreased to 57.7% in 2000 from 58.1% in 1999.

      Marketing, selling and administrative expenses increased 11.0% to $412.8 million in 2000 from $371.8 million in 1999. The increase is primarily due to television advertising costs associated with our new advertising campaigns to promote brand awareness, as well as increased administrative staffing levels and investment in information technology to support our growth. Marketing, selling and administrative expenses as a percentage of revenues decreased from 14.6% in 1999 to 14.4% in 2000.

      Depreciation and amortization increased 16.7% to $231.0 million in 2000 from $197.9 million in 1999. The increase is due to incremental depreciation associated with the addition of new ships, as well as shoreside capital expenditures primarily related to information technology in support of our growth plans.

  Other Income (Expense)

      Gross interest expense (excluding capitalized interest) increased to $198.5 million in 2000 as compared to $165.2 million in 1999. The increase is due primarily to higher debt levels associated with our fleet expansion program and higher interest rates. Capitalized interest increased $9.6 million from $34.6 million in 1999 to $44.2 million in 2000, due to an increase in expenditures related to ships under construction.

      Included in Other income (expense) in 2000 is approximately $10.2 million of compensation from a shipyard related to the delivery of Millennium and $9.2 million of dividend income from our July 2000 investment in convertible preferred stock of First Choice Holidays PLC. (See Liquidity and Capital Resources.) Included in Other income (expense) in 1999 is $26.5 million of loss-of-hire insurance resulting from ships out of service.

Liquidity and Capital Resources

  Sources and Uses of Cash

      Net cash provided by operating activities was $633.7 million in 2001 as compared to $703.3 million in 2000 and $583.4 million in 1999. The change in each year was primarily due to fluctuations in net income.

      During the year ended December 31, 2001, our capital expenditures were approximately $2.1 billion, consisting of approximately $1.8 billion in cash payments and approximately $0.3 billion related to the acquisition of a vessel through debt, as compared to $1.3 billion during 2000 and $1.0 billion during 1999. The largest portion of capital expenditures related to the deliveries of Infinity, Radiance of the Seas, Summit, and Adventure of the Seas in 2001; Millennium and Explorer of the Seas in 2000; and Voyager of the Seas in 1999, as well as progress payments for ships under construction in all years.

      Capitalized interest decreased to $37.0 million in 2001 from $44.2 million in 2000 due to a lower average level of investment in ships under construction and lower interest rates. Capitalized interest increased to $44.2 million in 2000 from $34.6 million in 1999 due to an increase in expenditures related to ships under construction.

      During 2001, we received net cash proceeds of $1.8 billion from the issuance of Senior Notes, Liquid Yield Option™ Notes, Zero Coupon Convertible Notes, term loans, and drawings on our revolving credit facility. We also incurred additional debt of $0.3 billion related to the acquisition of a vessel. During 2000, we received net proceeds of $1.2 billion from the issuance of term loans, and drawings on our revolving credit facility. These funds were used for ship deliveries and general corporate purposes, including capital expenditures. (See Note 6 — Long-Term Debt.)

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      The Liquid Yield Option™ Notes and the Zero Coupon Convertible Notes are zero coupon bonds with yields to maturity of 4.875% and 4.75%, respectively, due 2021. Each Liquid Yield Option™ Note and Zero Coupon Convertible Note was issued at a price of $381.63 and $391.06, respectively, and will have a principal amount at maturity of $1,000. The Liquid Yield Option™ Notes and Zero Coupon Convertible Notes are convertible at the option of the holder into 17.7 million and 13.8 million shares of common stock, respectively, if the market price of our common stock reaches certain levels. These conditions were not met at December 31, 2001 for the Liquid Yield Option™ Notes or the Zero Coupon Convertible Notes and therefore, the shares issuable upon conversion are not included in the earnings per share calculation.

      We may redeem the Liquid Yield Option™ Notes beginning on February 2, 2005, and the Zero Coupon Convertible Notes beginning on May 18, 2006, at their accreted values for cash as a whole at any time, or from time to time in part. Holders may require us to purchase any outstanding Liquid Yield Option™ Notes at their accreted value on February 2, 2005 and February 2, 2011 and any outstanding Zero Coupon Convertible Notes at their accreted value on May 18, 2004, May 18, 2009, and May 18, 2014. We may choose to pay the purchase price in cash or common stock or a combination thereof. In addition, we have a three-year, $345.8 million unsecured variable rate term loan facility available to us should the holders of the Zero Coupon Convertible Notes require us to purchase their notes on May 18, 2004.

      In July 2000, we invested approximately $300 million in convertible preferred stock issued by First Choice Holidays PLC. Independently, we entered into a joint venture with First Choice Holidays PLC to launch a new cruise brand, Island Cruises. As part of the transaction, ownership of Viking Serenade was transferred to the new joint venture at a valuation of $95.4 million. The contribution of Viking Serenade represents our 50% investment in the joint venture, as well as $47.7 million in proceeds used towards the purchase price of the convertible preferred stock.

      We made principal payments totaling approximately $45.6 million, $128.1 million and $127.9 million under various term loans and capital leases during 2001, 2000 and 1999, respectively.

      During 2001, 2000 and 1999, we paid quarterly cash dividends on our common stock totaling $100.0 million, $91.3 million and $69.1 million, respectively. In April 2000, we redeemed all outstanding shares of our convertible preferred stock and dividends ceased to accrue. We paid quarterly cash dividends on our convertible preferred stock totaling $3.1 million and $12.5 million in 2000 and 1999, respectively.

      In 1999, we issued 10,825,000 shares of common stock. The net proceeds were approximately $487.4 million. (See Note 7 — Shareholders’ Equity.)

  Future Commitments

      We currently have six ships on order for an additional capacity of 14,562 berths. The aggregate contract price of the six ships, which excludes capitalized interest and other ancillary costs, is approximately $2.6 billion, of which we have deposited $316.5 million as of December 31, 2001. Additional deposits are due prior to the dates of delivery of $127.0 million in 2002 and $5.2 million in 2003. We anticipate that overall capital expenditures will be approximately $1.1 billion, $1.1 billion and $1.0 billion for 2002, 2003 and 2004, respectively. Two of the ships on order, with an aggregate capacity of 4,200 berths, are committed to the joint venture with P&O Princess. The aggregate contract price of these two ships, excluding capitalized interest and other ancillary costs, is approximately $0.8 billion and is included in our projected capital costs above.

      In June 2001, we deferred our options to purchase two additional Radiance-class vessels with delivery dates in the third quarters of 2005 and 2006. The options have an aggregate contract price of $804.6 million. Our right to cancel the options was extended to on or before July 26, 2002.

      Pursuant to the joint venture agreement entered into in November 2001 with P&O Princess, we have committed up to $500.0 million in shareholder equity, with approximately $5.0 million contributed to date and the balance due and payable when called by the joint venture company. We have agreed to assign our ship-build contracts for Serenade of the Seas and Jewel of the Seas to the joint venture company. The aggregate contract price of these two ships, excluding capitalized interest and other ancillary costs, is approximately $0.8 billion, of which we have deposited $79.3 million as of December 31, 2001. Also, we have obtained

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commitments for export financing for up to 80% of the contract price of these two vessels. Any payments we have made under these contracts prior to assignment will be credited against our shareholder equity commitment. The joint venture shareholders intend that the joint venture company be financed through third-party indebtedness and each joint venture shareholder has committed to provide necessary credit support in the form of guarantees on a pro rata basis, subject to legal or regulatory restrictions. To the extent that third-party financing cannot be obtained, and if approved in accordance with the terms of the joint venture agreement, the joint venture shareholders will provide financing on a pro rata basis on identical terms. Subject to the terms of the joint venture agreement, the agreement can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003.

      Under the joint venture agreement, if a change of control occurs with respect to a joint venture shareholder, the other shareholder has a right to acquire the interest of that shareholder at fair market value in exchange for preferred stock or a 15-year subordinated note (or a combination thereof) of the purchasing shareholder. Notwithstanding the foregoing, the joint venture shareholder subject to a change of control has the right, subject to certain conditions, to put its interest in the joint venture to the other joint venture shareholder at a discount to fair market value in exchange for preferred stock or a 20-year subordinated note (or a combination thereof) of the purchasing shareholder.

      We have $5.6 billion of long-term debt of which $238.6 million is due during the 12-month period ending December 31, 2002. The vast majority of our property and equipment consists of vessels. We own all but two ships, which were financed with capital leases. These capital lease obligations are included as a component of long-term debt. (See Note 6 — Long-Term Debt.)

      We are obligated under noncancelable operating leases primarily for office and warehouse facilities, computer equipment and motor vehicles. As of December 31, 2001, future minimum lease payments under noncancelable operating leases aggregated to $87.9 million, due primarily through 2016. We have future commitments to pay for our usage of certain port facilities, maintenance contracts and communication services aggregating $228.2 million, due through 2014. (See Note 12 — Commitments and Contingencies.)

      As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.

  Funding Sources

      As of December 31, 2001, our liquidity was $1.4 billion consisting of approximately $0.7 billion in cash and cash equivalents and approximately $0.7 billion available under our $1.0 billion unsecured revolving credit facility. Our $1.0 billion revolving credit facility expires June 2003. Any amounts outstanding at that time will be payable immediately if the facility is not renewed. We intend to renew or replace this facility prior to its expiration date. The margin and facility fee under our $1.0 billion unsecured revolving credit facility and the $625.0 million unsecured term loan vary with our credit rating and were increased 0.20% and 0.25%, respectively, as a result of the lowering of our credit rating by Standard & Poors to BB+ and Moody’s to Ba2 in the fourth quarter of 2001 and currently are at their highest contractual levels. In addition, we have obtained commitments for export financing for up to 80% of the contract price of three of the six ships currently on order, Constellation, Serenade of the Seas and Jewel of the Seas (or up to $1.0 billion in aggregate for the three ships). Capital expenditures and scheduled debt payments will be funded through a combination of cash flows provided by operations, drawdowns under our available credit facility, the incurrence of additional indebtedness and the sales of equity or debt securities in private or public securities markets. The terrorist attacks of September 11, 2001 and the lowering of our credit ratings by Standard & Poors and Moody’s have adversely impacted terms and availability of financing in the financial markets, and it is indeterminable how long this situation will continue. Therefore, there can be no assurances that cash flows from operations and additional financings from external sources will be available in accordance with our expectations.

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      Our debt agreements contain covenants that require us, among other things, to maintain minimum liquidity, net worth, and fixed charge coverage ratio and limit our debt to capital ratio. We are in compliance with all covenants as of December 31, 2001.

Financial Instruments and Other

  General

      We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and commodity prices. We minimize these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impacts of these hedging instruments are primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. We do not hold or issue derivative financial instruments for trading or other speculative purposes. Derivative positions are monitored using techniques including market valuations and sensitivity analyses.

  Interest Rate Risk

      Our exposure to market risk for changes in interest rates relates to our long-term debt obligations. Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. Market risk associated with our variable rate debt is the potential increase in interest expense from an increase in interest rates. We enter into interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense. At December 31, 2001, our interest rate swap agreements effectively changed $525.0 million of fixed rate debt with a weighted-average fixed rate of 7.3% to LIBOR-based floating rate debt. At December 31, 2001, 58% of our debt was effectively fixed and 42% was floating. The estimated fair value of our long-term debt at December 31, 2001, excluding our Liquid Yield Option™ Notes and Zero Coupon Convertible Notes, was $4.3 billion using quoted market prices, where available, or using discounted cash flow analyses based on market rates available to us for similar debt with the same remaining maturities. The fair value of our interest rate swap agreements was estimated to be $35.7 million as of December 31, 2001 based on quoted market prices for similar or identical financial instruments to those we hold. A hypothetical 10% decrease in assumed interest rates at December 31, 2001 would increase the fair value of our long-term fixed rate debt by approximately $45.1 million, net of an increase in the fair value of our interest rate swap agreements. A hypothetical 10% increase in assumed interest rates at December 31, 2001 would increase our 2002 interest expense by approximately $3.4 million.

  Convertible Notes

      The fair values of our Liquid Yield Option™ Notes and Zero Coupon Convertible Notes fluctuate with the price of our common stock and at December 31, 2001 were $470.2 million and $306.3 million, respectively. A hypothetical 10% decrease or increase in our December 31, 2001 common stock price would decrease or increase the value of our Liquid Yield Option™ Notes and Zero Coupon Convertible Notes by $17.2 million and $22.4 million, respectively.

  Foreign Currency Exchange Rate Risk

      Our primary exposure to foreign currency exchange rate risk relates to our firm commitments under two vessel construction contracts denominated in euros. We enter into foreign currency forward contracts to manage this risk and were substantially hedged as of December 31, 2001. The fair value of our contracts at December 31, 2001, was an unrealized loss of $99.3 million which is recorded, along with an offsetting $99.3 million fair value asset related to our vessel construction contracts, on our accompanying 2001 balance sheet. A hypothetical 10% strengthening of the U.S. dollar as of December 31, 2001, assuming no changes in comparative interest rates, would result in an $89.5 million decrease in the fair value of these contracts. This decrease in fair value would be fully offset by a decrease in the U.S. dollar value of the related foreign currency denominated vessel construction contracts.

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      We are also exposed to foreign currency exchange rate fluctuations on the U.S. dollar value of our foreign currency denominated forecasted transactions. To manage this exposure, we take advantage of any natural offsets of our foreign currency revenues and expenses and enter into foreign currency forward contracts and/or option contracts for a portion of the remaining exposure related to these forecasted transactions. Our principal net foreign currency exposure relates to the Norwegian kroner and the euro. At December 31, 2001, the estimated fair value of such contracts was an unrealized gain of approximately $0.2 million based on quoted market prices for equivalent instruments with the same remaining maturities. A hypothetical 10% strengthening of the U.S. dollar as of December 31, 2001, assuming no changes in comparative interest rates, would decrease the fair value of these contracts by approximately $6.2 million. This decrease in fair value would be fully offset by a decrease in the U.S. dollar value of the forecasted transactions being hedged.

  Bunker Fuel Price Risk

      Our exposure to market risk for changes in bunker fuel prices relates to the consumption of fuel on our vessels. Bunker fuel cost, as a percentage of our revenues, was approximately 3.7% in 2001, 3.3% in 2000 and 2.1% in 1999. We use fuel swap agreements to mitigate the financial impact of fluctuations in bunker fuel prices. As of December 31, 2001, we had fuel swap agreements to pay fixed prices for bunker fuel with an aggregate notional amount of $85.2 million, maturing through 2003. The fair value of these contracts at December 31, 2001 was an unrealized loss of $7.8 million. We estimate that a hypothetical 10% increase in our weighted-average bunker fuel price as of December 31, 2001 would increase our 2002 projected bunker fuel cost by approximately $16.3 million. This increase would be partially offset by a $7.5 million increase in the fair value of our fuel swap agreements.

Item 6.     Directors, Senior Management and Employees

Directors and Senior Management

      Our directors and senior management are listed below. Officers are appointed by the board of directors and serve at their discretion.

      The board of directors is divided into three classes. The current term of office of directors in Class III expires at the 2002 Annual Meeting. The current term of office of directors in Class I expires at the 2003 Annual Meeting, and the current term of office of directors in Class II expires at the 2004 Annual Meeting. Each newly elected director will serve three years from the date of his or her election. There is currently one unfilled Class II vacancy on the board of directors. For a description of the arrangements between the major shareholders regarding the nomination and election of directors, see Item 7. Major Shareholders and Related Party Transactions.

Name	Age		Position
Richard D. Fain(1)		54	Chairman, Chief Executive Officer and Director
Jack L. Williams		52	President and Chief Operating Officer, Royal Caribbean International and Celebrity Cruises
Richard J. Glasier		56	Executive Vice President and Chief Financial Officer
Tor B. Arneberg(2)		73	Director
Bernard W. Aronson(1)		55	Director
John D. Chandris(1)		51	Director
Arvid Grundekjoen(1)		46	Director
Laura Laviada(3)		51	Director
Eyal Ofer(3)		51	Director
Thomas J. Pritzker(2)		51	Director
William K. Reilly(3)		62	Director
Edwin W. Stephan(2)		70	Director
Arne Wilhelmsen(3)		72	Director

(1)	Class I director
(2)	Class II director
(3)	Class III director

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      Richard D. Fain has served as a director since 1981 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is Chairman of the International Council of Cruise Lines, an industry trade organization. Mr. Fain has been involved in the shipping industry for over 25 years.

      Jack L. Williams has served as President of Royal Caribbean International since January 1997 and as President and Chief Operating Officer of Royal Caribbean International and Celebrity Cruises since November 2001. Prior to 1997, Mr. Williams was Vice President and General Sales Manager for American Airlines where he had been employed for 23 years in a variety of positions in finance, marketing and operations.

      Richard J. Glasier has served as our Executive Vice President and Chief Financial Officer since June 1996 and as our Senior Vice President and Chief Financial Officer since 1985. Mr. Glasier is a director of Aztar Corporation, a publicly traded gaming company. Mr. Glasier has held various senior financial positions in the hotel, gaming and cruise industry for over 20 years.

      Tor B. Arneberg has served as a director since November 1988. Mr. Arneberg is a senior advisor and has served as an Executive Vice President of Nightingale & Associates, a management consulting company, since 1982. From 1975 until 1982, Mr. Arneberg co-founded and operated AgTek International, a company involved in the commercial fishing industry. Prior to that, Mr. Arneberg was director of marketing for Xerox Corporation. He is an executive trustee and vice president of the American Scandinavian Foundation and received a silver medal in the 1952 Summer Olympics in Helsinki, Finland as a member of the Norwegian Olympic Yachting Team.

      Bernard W. Aronson has served as a director since July 1993. Mr. Aronson is currently Managing Partner of ACON Investments, LLC. Prior to that he served as international advisor to Goldman, Sachs & Co. From June 1989 to July 1993, Mr. Aronson served as Assistant Secretary of State for Inter-American Affairs. Prior to that, Mr. Aronson served in various positions in the private and government sectors. Mr. Aronson is a member of the Council on Foreign Relations. Since January, 1998, Mr. Aronson has served as a Director of Liz Claiborne, Inc.

      John D. Chandris has served as a director since July 1997. Mr. Chandris is Chairman of Chandris (UK) Limited, a shipbrokering office based in London, England. Until September 1997, Mr. Chandris also served as Chairman of Celebrity Cruise Lines Inc. Mr. Chandris is a director of Leathbond Limited, a U.K. real estate company, and serves on the Board of the classification society, Lloyd’s Register.

      Arvid Grundekjoen has served as a director since November 2000. Mr. Grundekjoen has served as Chief Executive Officer of Awilco ASA, a public shipping company, since 1992. He is also Managing Director of Anders Wilhelmsen & Co. AS. and serves as Chairman of the supervisory boards of Linstow AS. and Creati AS. Mr. Gundekjoen has previously served as President of Teamco, a data processing and information technology company.

      Laura Laviada has served as a director since July 1997. Prior to 2000, Ms. Laviada was the Chairman and Chief Executive Officer of Editorial Televisa, the largest Spanish language magazine publisher in the world with 40 titles distributed throughout 19 countries. In October 2000, Ms. Laviada sold her equity interest in the company and is currently involved in several non-profit organizations, including Pro-mujer, an organization that provides credit and micro-enterprise training for women in Mexico.

      Eyal Ofer has served as a director since May 1995. Mr. Ofer has served as the Chairman of Carlyle M.G. Limited since May 1991.

      Thomas J. Pritzker has served as a director since February 1999. Mr. Pritzker is Chairman and CEO of The Pritzker Organization and a partner in the law firm of Pritzker & Pritzker. He is Chairman and CEO of Hyatt Corporation and Hyatt International. Mr. Pritzker is a member of the Board of Trustees of the University of Chicago and the Art Institute of Chicago where he is Chairman of the Committee on Asian Art.

      William K. Reilly has served as a director since January 1998. Mr. Reilly is the Chief Executive Officer of Aqua International Partners, an investment group that finances water purification in developing countries. From 1989 to 1993, Mr. Reilly served as the Administrator of the U.S. Environmental Protection Agency. He

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has also previously served as the Payne Visiting Professor at Stanford University’s Institute of International Studies, president of World Wildlife Fund and of The Conservation Foundation, executive director of the Rockefeller Task Force on Land Use and Urban Growth and Chairman of the Natural Resources Council of America. He serves on the Board of Trustees of the American Academy in Rome, the National Geographic Society, World Wildlife Fund, the Packard Foundation and the Presidio Trust. He also serves as a director of Dupont, Conoco, Ionics, Eden Springs and Evergreen Holdings.

      Edwin W. Stephan has served as a director since January 1996. From our inception in 1968 through 1995, Mr. Stephan served as President or General Manager of the Company. Mr. Stephan has been involved in the cruise industry for over 30 years.

      Arne Wilhelmsen has served as a director since 1968. Mr. Wilhelmsen, one of our founders, is a principal and Chairman of the Board of A. Wilhelmsen AS. and other holding companies in the Anders Wilhelmsen & Co. Group. Mr. Wilhelmsen has been involved in the shipping industry for over 40 years.

Compensation

  Cash Compensation

      Our executive planning committee consists of Messrs. Fain, Williams, Glasier and Thomas F. Murrill, Vice President, Chief Human Resources Officer. We paid our directors and members of our executive planning committee (17 persons) aggregate cash compensation of $4.4 million during the year ended December 31, 2001 and $5.7 million (16 persons) during the year ended December 31, 2000.

  Executive Bonus Plan

      Our Executive Bonus Plan is designed to attract and retain highly qualified executives who will contribute to our overall performance. Pursuant to the bonus plan, eligible employees are entitled to receive discretionary annual bonuses that are based on various factors deemed appropriate by the Compensation Committee of the Board of Directors, including, but not limited to, our financial performance and the individual performance of eligible employees.

  Retirement Plan and Other Executive Compensation Plans

      All eligible shoreside officers and employees are participants in our Retirement Plan. Contributions ranging from 8% to 12% of the participant’s compensation (as defined in the plan), depending on the length of such participant’s employment, are made on an annual basis to the participant’s account. At the election of the participant and his or her spouse, benefits generally are payable as a lump sum, a life annuity, a joint and 50 percent survivor annuity or in installments over a period not to exceed 120 months. If a participant’s benefit is less than $5,000, it is only payable as a lump sum. Benefits are payable upon the termination of employment or retirement of the participant. Benefits under the plan must commence no later than the later of the April 1st following the year in which the participant attains age 70  1/2, or the participant’s termination of employment from the Company.

      We also have a Supplemental Executive Retirement Plan. Under the Supplemental Executive Retirement Plan, we accrue, but do not fund, an annual amount for the account of each of our executives equal to the reduction in our contribution under the Retirement Plan in accordance with Section 401(a)(17) of the Internal Revenue Code. Other terms and benefits of the Supplemental Executive Retirement Plan are the same as those of the Retirement Plan.

      Richard D. Fain is entitled to receive upon his cessation of employment by us for any reason the assets of a grantor trust established by us for the benefit of Mr. Fain. We make quarterly contributions of 10,086 shares of common stock to the grantor trust and will continue to do so until the earlier of the cessation of Mr. Fain’s employment or June 2014. In addition, Mr. Fain is entitled to receive, upon his cessation of employment by us for certain reasons, an amount equal to nine months’ compensation and benefits.

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      The aggregate amount set aside or accrued to provide pension, retirement or other similar deferred benefit programs for the directors and members of the executive planning committee, as a group, was $0.9 million during 2001 and 2000, respectively.

      We have stock option plans under which we issue options to our directors, officers and key employees to purchase shares of our common stock. The plans consist of a 1990 Employee Stock Option Plan, a 1995 Incentive Stock Option Plan and a 2000 Stock Option Plan. The 1995 Incentive Stock Option Plan provides for the issuance of up to 6,700,000 shares of our common stock. The 2000 Stock Option Plan provides for the issuance of up to 13,000,000 shares of our common stock. The 1990 Employee Stock Option Plan terminated by its terms in March 2000, although all options that had been outstanding at the time of termination remain in effect. All options terminate on the earlier of the option expiration date (which is generally ten years from the date of grant), or within a specified period following the recipient’s cessation of employment or service as a director.

      In connection with our initial public offering in April 1993, we issued 379,714 stock options at an exercise price of $9.00 per share to one of our officers. The options, which vested immediately, will generally expire upon termination of the officer’s employment. As of February 22, 2002, 354,714 options were outstanding.

      During 2001, we issued options covering a total of 6,525,775 shares of common stock to our directors and employees, including 1,455,000 shares to our directors and members of our executive planning committee. The options to our directors and members of our executive planning committee were granted in October 2001 and expire in October 2011 and were issued in the following amounts:

Name	Options		Exercise Price
Tor B. Arneberg		50,000	$	9.55
Bernard W. Aronson		50,000	$	9.55
John D. Chandris		45,000	$	9.55
Richard D. Fain		450,000	$	9.90
Richard J. Glasier		200,000	$	9.90
Arvid Grundekjoen		30,000	$	9.55
Laura Laviada		45,000	$	9.55
Thomas F. Murrill		60,000	$	9.90
Eyal Ofer		50,000	$	9.55
Thomas J. Pritzker		35,000	$	9.55
William K. Reilly		40,000	$	9.55
Edwin W. Stephan		50,000	$	9.55
Arne Wilhelmsen		50,000	$	9.55
Jack L. Williams		300,000	$	9.90

      Our 1994 Employee Stock Purchase Plan provides for the grant of rights to eligible employees to purchase a maximum of 800,000 shares of common stock. The 1994 Employee Stock Purchase Plan is generally available to all of our employees who have been employed for at least one year and who customarily work at least five months per calendar year. Offerings to employees under the 1994 Employee Stock Purchase Plan are made on a quarterly basis. Subject to certain limitations, the purchase price for each share of common stock under the 1994 Employee Stock Purchase Plan is equal to 90% of the average of the market prices of the common stock as reported on the NYSE on the first business day of the purchase period and the last business day of each month of the purchase period.

      Effective December 31, 2001, we terminated our “Taking Stock in Employees” stock award program. The program awarded five shares of our common stock to our employees following completion of each year of employment between January 1, 1998 and December 31, 2001. A total of 39,855 shares had been issued under this program as of February 22, 2002. Employees can elect to receive cash equal to the fair market value of the stock upon vesting.

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Board Practices

      Our Compensation Committee consists of not less than two directors who are not salaried officers of our company. The purpose of the Compensation Committee is to review the compensation of our executives and to make determinations relative to that. The current members of the Compensation Committee are Mr. Arneberg and Mr. Aronson. The Compensation Committee operates under the authority of our board of directors as provided by the terms of our By-Laws.

      The Audit Committee consists of three independent directors. The purpose of the Audit Committee is to provide general oversight of audit, legal compliance and potential conflict of interest matters. The current members of the Audit Committee are Messrs. Arneberg and Aronson. There is currently one unfilled vacancy on the committee. The Audit Committee operates under the authority of our board of directors as provided by the terms of our By-Laws. The Audit Committee has adopted a charter that provides specific guidance to the Committee as to their role, responsibility and compliance with the Securities and Exchange Commission’s Audit Committee Rules.

      For the term of our board of directors, see the Directors and Senior Management section of this Item 6.

Employees

      As of December 31, 2001, we employed approximately 2,600 full-time and 500 part-time employees in our shoreside operations worldwide. We also employed approximately 21,400 crew and staff for our vessels. As of December 31, 2001, approximately 70% of our shipboard employees were covered by collective bargaining agreements. We believe that our relationship with our employees is good.

Share Ownership

      The beneficial share ownership as of February 22, 2002 of our directors and members of our executive planning committee is as follows:

				Percent of
Name	Number of Shares			Common Stock
Tor B. Arneberg		45,334	(1)		Less than 1%
Bernard W. Aronson		45,334	(2)		Less than 1%
John D. Chandris		23,334	(3)		Less than 1%
Richard D. Fain		2,466,863	(4)		1.3%
Richard J. Glasier		291,351	(5)		Less than 1%
Arvid Grundekjoen		6,334	(6)		Less than 1%
Laura Laviada		23,334	(7)		Less than 1%
Thomas F. Murrill		127,959	(8)		Less than 1%
Eyal Ofer		45,334	(9)		Less than 1%
Thomas J. Pritzker		11,334	(10)		Less than 1%
William K. Reilly		14,184	(11)		Less than 1%
Edwin W. Stephan		303,334	(12)		Less than 1%
Arne Wilhelmsen		46,454,664	(13)		24.1%
Jack L. Williams		262,769	(14)		Less than 1%

(1)

Amount represents 45,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010; (ii) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; (iii) 10,000 are exercisable at $14.38 per share and expire on June 13, 2006; (iv) 15,000 are exercisable at $14.16 per share and expire on May 20, 2004; and (v) 9,000 are exercisable at $26.75 per share and expire on September 24, 2008. Amount does not include 74,666 unvested options.

(2)

Amount represents 45,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010; (ii) 9,000 are exercisable at $26.75 per share and expire on September 24, 2008; (iii) 10,000 are exercisable at $14.38

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	per share and expire on June 13, 2006; (iv) 15,000 are exercisable at $14.16 per share and expire on May 20, 2004; and (v) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010. Amount does not include 74,666 unvested options.
(3)	Amount represents 23,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; (ii) 12,000 are exercisable at $21.92 per share and expire on September 25, 2007; and (iii) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010. Amount does not include 66,666 unvested options.
(4)	Includes (i) 884,000 shares of common stock covered by options that will vest on or before May 1, 2002; (ii) 1,071,412 shares of common stock held by Monument Capital Corporation, a Liberian Corporation as nominee for various trusts primarily for the benefit of certain members of the Fain family; (iii) 495,696 shares of common stock issued to a trust for the benefit of Mr. Fain; and (iv) 247 shares of common stock held by Mr. Fain’s minor daughter. Mr. Fain disclaims beneficial ownership of some or all of the shares of common stock referred to in (ii), (iii) and (iv) above. Of the 884,000 shares of common stock covered by the foregoing vested options (A) 354,714 are exercisable at $9.00 per share and will generally expire on the termination of Mr. Fain’s employment; (B) 50,000 are exercisable at $13.78 per share and expire on February 3, 2005; (C) 20,286 are exercisable at $11.19 per share and expire on January 2, 2006; (D) 100,000 are exercisable at $13.31 per share and expire on October 15, 2006; (E) 160,000 are exercisable at $25.59 per share and expire on January 27, 2008; (F) 59,000 are exercisable at $35.09 per share and expire on February 5, 2009; (G) 60,000 are exercisable at $48.00 per share and expire on February 4, 2010; (H) 30,000 are exercisable at $28.78 per share and expire on March 3, 2010; and (I) 50,000 are exercisable at $20.30 per share and expire on December 4, 2010. Amount does not include 766,000 unvested stock options held by Mr. Fain.
(5)	Includes 264,800 shares of common stock covered by options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 48,000 are exercisable at $27.02 per share and expire on February 26, 2008; (ii) 30,000 are exercisable at $35.09 per share and expire on February 5, 2009; (iii) 14,800 are exercisable at $48.00 per share and expire on February 4, 2010; (iv) 8,000 are exercisable at $28.78 per share and expire on March 3, 2010; (v) 25,000 are exercisable at $20.30 per share and expire on December 4, 2010; (vi) 9,000 are exercisable at $13.78 per share and expire on February 3, 2005; (vii) 30,000 are exercisable at $11.19 per share and expire on January 2, 2006 and (viii) 100,000 are exercisable at $13.31 per share and expire on October 15, 2006. Amount does not include 319,200 unvested stock options held by Mr. Glasier.
(6)	Amount includes 3,334 options that will vest on or before May 1, 2002 and which are exercisable at $20.30 per share and expire on December 4, 2010. Amount does not include 36,666 unvested options.
(7)	Amount represents 23,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010; (ii) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; and (iii) 12,000 are exercisable at $18.06 per share and expire on July 11, 2008. Amount does not include 66,666 unvested options.
(8)	Amount includes (i) 500 shares jointly owned by Mr. Murrill and his wife, and (ii) 127,459 options that will vest on or before May 1, 2002 and which are exercisable as follows: (A) 3,125 are exercisable at $28.78 per share and expire on March 3, 2010; (B) 8,334 are exercisable at $20.30 per share and expire on December 4, 2010; (C) 15,000 are exercisable at $13.78 per share and expire on February 3, 2005; (D) 30,000 are exercisable at $11.19 per share and expire on January 2, 2006; (E) 30,000 are exercisable at $13.31 per share and expire on October 15, 2006; (F) 16,000 are exercisable at $27.02 per share and expire on February 26, 2008; (G) 15,000 are exercisable at $35.09 per share and expire on February 5, 2009; and (H) 10,000 are exercisable at $48.00 per share and expire on February 4, 2010. Amount does not include 115,041 unvested options.
(9)	Amount represents 45,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 9,000 are exercisable at $26.75 per share and expire on September 24, 2008; (ii) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; (iii) 15,000 are exercisable at $11.19 per share and expire on June 12, 2005; (iv) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010; and (v) 10,000 are exercisable at $14.38 per share and expire on June 13, 2006. Amount does not include (A) 74,666 unvested options and (B) 48,281,900 shares held by Cruise Associates. See Item 7. Major Shareholders and Related Party Transactions.

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(10)	Amount represents 11,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; and (ii) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010. Amount does not include 53,666 unvested options. Does not include 48,281,900 shares held by Cruise Associates. See Item 7. Major Shareholders and Related Party Transactions.
(11)	Amount includes 11,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; and (ii) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010. Amount does not include 58,666 unvested options.
(12)	Amount includes 53,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 10,000 are exercisable at $14.38 per share and expire on June 13, 2006; (ii) 40,000 are exercisable at $13.44 per share and expire on December 31, 2003; and (iii) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010. Amount does not include 56,666 unvested options.
(13)	Includes (i) 46,409,330 shares held by A. Wilhelmsen AS., a Norwegian corporation, and (ii) 45,334 shares of common stock covered by options that will vest on or before May 1, 2002. See Item 7. Major Shareholders and Related Party Transactions. Mr. Wilhelmsen disclaims beneficial ownership of some of the shares of common stock referred to in (i) above. Of the 45,334 options (A) 3,334 are exercisable at $20.30 per share and expire on December 4, 2010; (B) 15,000 are exercisable at $14.16 per share and expire on May 20, 2004; (C) 9,000 are exercisable at $26.75 per share and expire on September 24, 2008; (D) 10,000 are exercisable at $14.38 per share and expire on June 13, 2006; and (E) 8,000 are exercisable at $28.88 per share and expire on March 31, 2010. Amount does not include 74,666 unvested stock options held by Mr. Wilhelmsen.
(14)	Amount includes 248,334 options that will vest on or before May 1, 2002 and which are exercisable as follows: (i) 33,334 are exercisable at $20.30 per share and expire on December 4, 2010; (ii) 85,000 are exercisable at $12.16 per share and expire on January 6, 2007; (iii) 64,000 are exercisable at $27.02 per share and expire on February 26, 2008; (iv) 30,000 are exercisable at $35.09 per share and expire on February 5, 2009; (v) 24,000 are exercisable at $48.00 per share and expire on February 4, 2010; and (vi) 12,000 are exercisable at $28.78 per share and expire on March 3, 2010. Amount does not include 456,666 unvested options.

Item 7. Major Shareholders and Related Party Transactions

      The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 22, 2002 by each person who is known by us to own beneficially more than 5% of the outstanding common stock.

	Number of
	Shares
	of
	Common		Percentage
Name	Stock		Ownership
A. Wilhelmsen AS.(1)		46,409,330		24.1	%
Cruise Associates(2)		48,281,900		25.1	%

(1)	A. Wilhelmsen AS. is a Norwegian corporation, the indirect beneficial owners of which are members of the Wilhelmsen family of Norway.
(2)	Cruise Associates is a Bahamian general partnership, the indirect beneficial owners of which are various trusts primarily for the benefit of certain members of the Pritzker family of Chicago, Illinois, and various trusts primarily for the benefit of certain members of the Ofer family.

      A. Wilhelmsen AS. and Cruise Associates are parties to a shareholders agreement on certain matters relative to our organization and operation and certain matters concerning their respective ownership of our voting stock. During the term of the shareholders agreement, A. Wilhelmsen AS. and Cruise Associates have agreed to vote their shares of common stock in favor of the following individuals as our directors: (i) up to four nominees of A. Wilhelmsen AS. (at least one of whom must be independent); (ii) up to four nominees of

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Cruise Associates (at least one of whom must be independent); and (iii) one nominee who must be Richard D. Fain or such other individual who is then employed as our chief executive officer. In connection with our acquisition of Celebrity, A. Wilhelmsen AS. and Cruise Associates have agreed to vote their shares of common stock in favor of the election of one additional director to be nominated by Archinav Holdings, Ltd., for a specified period until 2004. In addition, until either of them should decide otherwise, A. Wilhelmsen AS. and Cruise Associates have agreed to vote their shares of common stock in favor of Edwin W. Stephen and William K. Reilly as directors of our Company.

      Of the current directors, A. Wilhelmsen AS. nominated Tor B. Arneberg, Arvid Grundekjoen and Arne Wilhelmsen, and Cruise Associates nominated Bernard W. Aronson, Laura Laviada, Eyal Ofer and Thomas J. Pritzker. Archinav Holdings, Ltd. nominated John D. Chandris.

      The shareholders agreement provides that A. Wilhelmsen AS. and Cruise Associates will from time to time consider our dividend policy with due regard for the interests of the shareholders in maximizing the return on their investment and our ability to pay such dividends. The declaration of dividends shall at all times be subject to the final determination of our board of directors that a dividend is prudent at that time in consideration of the needs of the business. The shareholders agreement also provides that payment of dividends will depend, among other factors, upon our earnings, financial condition and capital requirements and the income and other tax liabilities of A. Wilhelmsen AS., Cruise Associates and their respective affiliates relating to their ownership of common stock.

      In connection with the proposed dual-listed company merger with P&O Princess, A. Wilhelmsen AS. and Cruise Associates entered into in December 2001 a voting agreement with, and delivered irrevocable proxies to, P&O Princess, obligating them to, among other things, vote an aggregate of 44.5% of our outstanding stock held by them in favor of the dual-listed company merger. Approval of the merger will require a vote of two-thirds of all outstanding shares entitled to vote at the meeting. If the dual-listed company merger is completed as contemplated, the shareholders of Royal Caribbean would effectively own an economic interest equal to 49.3% of the combined company and the shareholders of P&O Princess would effectively own an economic interest equal to 50.7% of the combined company.

      The combined company would have a unified senior management team. Mr. Richard D. Fain would be Chairman and Chief Executive Officer of the combined company and Mr. Peter Ratcliffe, currently the Chief Executive Officer of P&O Princess, would be the Chief Operating Officer of the combined company. Mr. Nicholas Luff, currently Chief Financial Officer of P&O Princess, would be the Chief Financial Officer of the combined company. The boards of directors of P&O Princess and Royal Caribbean would be identical and each would have 12 members. Six of the initial directors would be designated by Royal Caribbean and six of the initial directors would be designated by P&O Princess, with five of each of the six nominated by both Royal Caribbean and P&O Princess being non-executive directors. Mr. Richard D. Fain would serve as Chairman and Mr. Peter Ratcliffe would serve as the other executive director of the identical boards. The boards would be responsible for the overall direction of the businesses of both companies, including major policy and strategic decision of both companies.

      If the merger is completed, our payment of dividends would depend on business conditions, our financial condition and earnings and the financial condition and earnings of the combined company, the ability of P&O Princess to pay its equivalent dividend in accordance with its share of the economic interest in the combined company and other factors. Pursuant to the terms of the merger agreements, we could not declare or pay a dividend without an equivalent dividend (before taxes and other deductions) being declared or paid by P&O Princess and vice versa.

      We have agreed with P&O Princess that, until the dual-listed company merger is completed or terminated in accordance with its terms, each company will only pay regular quarterly dividends. We have agreed to coordinate declaration of dividends so that Royal Caribbean shareholders and P&O Princess’ shareholders will not receive two dividends, or fail to receive one dividend, in respect of the quarter in which the dual-listed company merger is completed.

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      As of February 22, 2002 there were 1,081 record holders of our common stock in the United States, holding 55,837,820 shares or approximately 29.03% of the total outstanding common stock.

Item 8.     Financial Information

Consolidated Statements and Other Financial Information

      Our Consolidated Financial Statements have been prepared in accordance with Item 18 and are included beginning on page F-1 of this report.

Litigation

      In April 1999, a lawsuit was filed in the United States District Court for the Southern District of New York on behalf of current and former crew members alleging that we failed to pay the plaintiffs their full wages. The suit seeks payment of (i) the wages alleged to be owed, (ii) penalty wages under 46 U.S.C. Section 10313 of U.S. law and (iii) punitive damages. In November 1999, a purported class action suit was filed in the same court alleging a similar cause of action. We are not able at this time to estimate the impact of these proceedings on us; there can be no assurance that such proceedings, if decided adversely, would not have a material adverse effect on our results of operations.

      We are routinely involved in other claims typical within the cruise industry. The majority of these claims is covered by insurance. We believe the outcome of such other claims, which are not covered by insurance, are not expected to have a material adverse effect upon our financial condition or results of operations.

Policy on Dividend Distributions

      For our policy on dividend distributions, see Item 7. Major Shareholders and Related Party Transactions.

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Item 9.     The Offer and Listing

Markets

      Our common stock is listed on the New York Stock Exchange (“NYSE”) and the Oslo Stock Exchange (“OSE”) under the symbol “RCL”. The table below sets forth the intra-day high and low prices of our common stock for the five most recent fiscal years, the two most recent years by quarter, and the most recent six months:

			NYSE				OSE
			Common Stock				Common Stock(1)
			High		Low		High		Low
Previous Five Years:
	2001		$	30.25	$	7.75		266.00		67.50
	2000			56.38		16.13		446.00		152.00
	1999			58.88		31.38		450.00		246.00
	1998			43.91		17.00		327.50		137.00
	1997			53.63		23.25		370.00		280.00
Previous Two Years (by quarter):
	2001
		Fourth Quarter		17.60		8.32		168.50		91.00
		Third Quarter		24.88		7.75		221.00		67.50
		Second Quarter		23.09		18.66		210.50		171.00
		First Quarter		30.25		19.87		266.00		184.50
	2000
		Fourth Quarter		27.80		18.16		246.50		173.00
		Third Quarter		25.31		18.56		236.00		161.00
		Second Quarter		28.31		16.13		242.00		152.00
		First Quarter		56.38		25.31		446.00		215.00
Previous Six Months:
	March 2002			23.95		18.25		213.50		162.50
	February 2002			18.63		16.26		166.00		146.00
	January 2002			19.51		16.03		173.00		143.00
	December 2001			16.80		13.46		152.00		119.00
	November 2001			17.60		10.66		168.50		91.00
	October 2001			11.25		8.32		102.00		75.00

⁽¹⁾  Denominated in Norwegian kroner.

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      Our Zero Coupon Convertible Notes due May 18, 2021 and our Liquid Yield Option™ Notes due February 2, 2021 are each listed on the New York Stock Exchange. The tables below set forth (i) the intra-day high and low prices of our Zero Coupon Debt Securities for last year by quarter and the most recent six months and (ii) the highest and lowest closing prices of our Liquid Yield Option™ Notes for last year by quarter and the most recent six months:

		Zero Coupon Debt				Liquid Yield Option™
		Securities				Notes
		High		Low		High		Low
2001
	Fourth Quarter	$	357.56	$	268.71	$	356.65	$	207.50
	Third Quarter		441.56		284.58		371.95		346.25
	Second Quarter		411.72		387.11		390.10		347.72
	First Quarter		—		—		416.91		365.00
Previous Six Months:
	March 2002		436.10		364.79		375.62		330.00
	February 2002		367.73		351.94		330.62		316.88
	January 2002		379.08		347.39		333.75		314.38
	December 2001		357.56		322.76		320.00		297.50
	November 2001		352.26		280.09		315.00		240.00
	October 2001		290.68		268.71		356.65		207.50

Item 10.     Additional Information

Articles of Incorporation and By-Laws

      Article Third of our Restated Articles of Incorporation provides that we may engage in any lawful act or activity for which companies may be organized under the Business Corporation Act of Liberia. However, we are restricted from doing business in Liberia within the meaning of the Business Corporation Act of Liberia.

      In accordance with our By-Laws, our board of directors has the authority to fix the compensation of our directors. There is no requirement that a person own any shares in our company in order to qualify as a director.

      Holders of our common stock have an equal right to share in our profits in the form of dividends when declared by our board of directors out of funds legally available for the distribution of dividends. If declared, there are no relevant time limits under Liberian law pursuant to which the entitlement to the dividend would lapse. Holders of our common stock have no rights to any sinking fund.

      For additional information about our Articles of Incorporation and By-Laws, and a description of the rights attaching to our shares of stock, see “Description of Capital Stock” contained in our Registration Statement on Form F-3 as filed with the Securities and Exchange Commission, File No. 333-56058.

Material Contracts

      The following is a summary of our material contracts:

      First Supplemental Indenture dated as of July 28, 1994 between us, as Issuer, and The Bank of New York, as Trustee. We issued $125.0 million aggregate principal amount of 8 1/8% Senior Notes due 2004 at a price of 97.871%, net of underwriting discount. The notes are unsecured and are not redeemable prior to maturity.

      Second Supplemental Indenture dated as of March 29, 1995 between us, as Issuer, and The Bank of New York, as Trustee. We issued $150.0 million aggregate principal amount of 8  1/4% Senior Notes due 2005 at a price of 98.579%, net of underwriting discount. The notes are unsecured and are not redeemable prior to maturity.

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      Third Supplemental Indenture dated as of September 18, 1995 between us, as Issuer, and The Bank of New York, as Trustee. We issued $150.0 million aggregate principal amount of 7 1/8% Senior Notes due 2002 at a price of 98.644%, net of underwriting discount. The notes are unsecured and are not redeemable prior to maturity.

      Fourth Supplemental Indenture dated as of August 12, 1996 between us, as Issuer, and The Bank of New York, as Trustee. We issued $175.0 million aggregate principal amount of 7  1/4% Senior Notes due 2006 at a price of 98.017%, net of underwriting. The notes are unsecured and are not redeemable prior to maturity.

      Fifth Supplemental Indenture dated as of October 14, 1997 between us, as Issuer, and The Bank of New York, as Trustee. We issued $200.0 million aggregate principal amount of 7% Senior Notes due 2007 at a price of 99.058%, net of underwriting. The notes are unsecured and are not redeemable prior to maturity.

      Sixth Supplemental Indenture dated as of October 14, 1997 between us, as Issuer, and The Bank of New York, as Trustee. We issued $300.0 million aggregate principal amount of 7  1/2% Senior Debentures due 2027 at a price of 97.716%, net of underwriting. The debentures are unsecured and are not redeemable prior to maturity.

      Seventh Supplemental Indenture dated as of March 16, 1998 between us, as Issuer, and The Bank of New York, as Trustee. We issued $150.0 million aggregate principal amount of 6  3/4 % Senior Notes due 2008 at a price of 98.778%, net of underwriting. The notes are unsecured and are not redeemable prior to maturity.

      Eighth Supplemental Indenture dated as of March 16, 1998 between us, as Issuer, and The Bank of New York, as Trustee. We issued $150.0 million aggregate principal amount of 7  1/4% Senior Debentures due 2018 at a price of 98.749%, net of underwriting. The debentures are unsecured and are not redeemable prior to maturity.

      Ninth Supplemental Indenture dated as of February 2, 2001 between us, as Issuer, and The Bank of New York, as Trustee. We issued $500.0 million aggregate principal amount of 8  3/4% Senior Notes due 2011 at a price of 99.015%. The notes are unsecured and are not redeemable prior to maturity.

      Tenth Supplemental Indenture dated as of February 2, 2001 between us, as Issuer, and The Bank of New York, as Trustee. We issued $1.506 billion aggregate principal amount of Liquid Yield Option™ Notes (LYONs) due 2021. The LYONs are unsecured zero coupon bonds with a yield to maturity of 4.875%. The LYONs are convertible into 17.7 million shares of common stock if certain conditions are met.

      Eleventh Supplemental Indenture dated as of May 18, 2001 between us, as Issuer, and The Bank of New York, as Trustee. We issued $883.0 million aggregate principal amount of Zero Coupon Convertible Notes due May 18, 2021. The notes are unsecured zero coupon bonds with a yield to maturity of 4.75%. The notes are convertible into 13.8 million shares of common stock if certain conditions are met.

      Amended and Restated Credit Agreement dated as of June 28, 1996 amongst us and various financial institutions and the Bank of Nova Scotia as Administrative Agent. Under our unsecured revolving credit facility, we can have outstanding up to $1.0 billion until June 2003. The unsecured revolving credit facility bears interest at LIBOR plus 0.45% on balances outstanding and a 0.20% facility fee. The margin and facility fee vary with our debt rating. The unsecured revolving credit facility contains covenants that require us, among other things, to maintain minimum liquidity, net worth, and fixed charge coverage and limit our debt to capital ratio.

      Credit Agreement dated as of December 16, 1999 between us and Kreditanstalt fur Wiederaufbau. We entered into a $300.0 million unsecured term loan bearing interest at LIBOR plus 0.80%, of which $150.0 million is due in 2009 and $150.0 million is due in 2010. The term loan contains covenants that require us, among other things, to maintain minimum liquidity, net worth, and fixed charge coverage and limit our debt to capital ratio.

      Credit Agreement dated as of June 9, 2000 between us and various financial institutions and Bank of America, N.A. as Administrative Agent. We entered into a $625.0 million unsecured term loan bearing interest at LIBOR plus 1.25%, which is due in 2005. The margin varies with our debt rating. The term loan

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contains covenants that require us, among other things, to maintain minimum net worth and fixed charge coverage and limit our debt to capital ratio.

      Credit Agreement dated as of December 20, 2000 between various financial institutions and us and Kreditanstalt fur Wiederaufbau as Administrative Agent. We entered into a $360.0 million unsecured term loan bearing interest at LIBOR plus 1.0%, which is due in 2006. The term loan contains covenants that require us, among other things, to maintain minimum net worth and fixed charge coverage and limit our debt to capital ratio.

      Credit Agreement dated as of May 18, 2001 among us and various financial institutions and Bank of America, N.A. as Administrative Agent. We entered into a $345.8 million unsecured term loan, which can only be drawn if holders of our Zero Coupon Convertible Notes require us to purchase their Notes on May 18, 2004. The facility bears a 0.20% facility fee and will bear interest at LIBOR plus a margin on outstanding balances if drawn. The margin and facility fee vary with our debt rating. The facility commitment expires if the holders of our Zero Coupon Convertible Notes do not require us to purchase their Notes on May 18, 2004. If utilized, the facility is due in 2007. The term loan contains covenants that require us, among other things, to maintain minimum net worth and fixed charge coverage and limit our debt to capital ratio.

      Buyer Credit Agreement dated as of December 18, 2001 between Constellation Inc. and Credit Agricole Indosuez and Societe Generale. Constellation Inc. entered into a buyer credit agreement for a term loan not to exceed $322.0 million to finance the delivery of Constellation scheduled for the second quarter of 2002. The loan will bear interest at LIBOR plus a margin and will be due in 2010. The loan will be secured by the vessel.

      Buyer Credit Agreement dated as of March 31, 2001 between Summit Inc. and Credit Agricole Indosuez and Societe Generale. Summit Inc. entered into a $326.7 million term loan to finance the purchase of Summit. The loan bears interest at 8.0% and is due in 2010. The loan is secured by the vessel.

      New Credit Agreement dated as of December 12, 1997 between Seabrook Maritime Inc. and Kreditanstalt fur Wiederaufbau. Seabrook Maritime Inc. entered into a $200.0 million unsecured term loan to finance the purchase of Mercury. The loan bears interest at 8.0% and is due in 2006. We guarantee the loan.

      Loan Facility Agreement dated as of November 29, 1993 between Esker Marine Shipping Inc. and Kreditanstalt fur Wiederaufbau. Esker Marine Shipping Inc. entered into a $308.7 million term loan to finance the purchase of Galaxy. The fixed rate portion of the loan bears interest at 7.12% and is due in 2005. The variable portion of the loan bears interest at LIBOR plus 0.45% and is due in 2006. The loan is secured by the vessel. The loan agreement provides for a limited amount of additional borrowings to service principal payments.

      Loan Facility Agreement dated as of November 29, 1993 between Blue Sapphire Marine Inc. and Kreditanstalt fur Wiederaufbau. Blue Sapphire Marine Inc. entered into a $301.7 million term loan to finance the purchase of Century. The fixed rate portion of the loan bears interest at 6.73% and is due in 2004. The variable portion of the loan bears interest at LIBOR plus 0.45% and is due in 2005. The loan is secured by the vessel. The loan agreement provides for a limited amount of additional borrowings to service principal payments.

      Implementation Agreement dated as of November 19, 2001 between us and P&O Princess. The agreement governs the implementation of the dual-listed company merger between us and P&O Princess and stipulates the conditions precedent which must be satisfied or waived by us and P&O Princess prior to completion of the dual-listed company merger. Under the Implementation Agreement, P&O Princess and we have agreed, among other things, to pay a break fee of $62.5 million to the other company if the Implementation Agreement is terminated in certain circumstances.

      Joint Venture Agreement dated as of November 19, 2001 among P&O Princess, Joex Limited and us. This agreement created a joint venture between P&O Princess and us to jointly create and operate a cruise line company to target customers in southern Europe. The joint venture is owned 50% by P&O Princess and 50% by us. Each party has committed up to $500.0 million in shareholder equity, and each party has agreed to

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assign two identified ship-build contracts to the joint venture company. The joint venture can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003.

      Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among us, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. Pursuant to this agreement, A. Wilhelmsen AS. and Cruise Associates have the right on a specified number of occasions to require, subject to certain qualifications and limitations, that we effect the registration under the U.S. Securities Act of 1933 of all or a specified number of shares of common stock. Each of A. Wilhelmsen AS. and Cruise Associates has certain additional registration rights at such time or times as we publicly offer securities. Monument Capital Corporation and Archinav Holdings, Ltd. are also parties to the registration rights agreement and may exercise such rights as provided by the registration rights agreement.

      Lease Agreement dated March 3, 1993 between us and G.I.E. Cruise Vision One. In April 1995, we entered into a $260.0 million capital lease to finance Legend of the Seas. The capital lease has an implicit interest rate of 7.8% over 15 years.

      Lease Agreement dated March 3, 1993 between us and G.I.E. Cruise Vision Two. In March 1996,we entered into a $264.0 million capital lease to finance Splendour of the Seas. The capital lease has an implicit interest rate of 7.8% over 15 years.

      Office Building Lease Agreement dated July 25, 1989 between us and Miami-Dade County, Florida. We entered into a 20-year lease of an office building of approximately 162,500 square feet at the Port of Miami, Florida for use as part of our principal offices. The lease term expires in 2011. Base rent payable under the lease is equal to the amount necessary to satisfy the debt service of the construction costs of $16,500,000 over the lease term. The lease has two five-year renewals.

      Office Building Lease Agreement dated January 18, 1994 between us and Miami-Dade County, Florida. We entered into a 20-year lease of an office building of approximately 180,000 square feet at the Port of Miami, Florida for use as part of our principal offices. The lease term expires in 2015. Base rent payable under the lease is equal to the amount necessary to satisfy the construction costs of $16,650,000 over the lease term. The lease has two five-year renewals.

Exchange Controls

      There are now no exchange control restrictions on remittances of dividends on our common stock or on the conduct of our operations in Liberia by reason of our incorporation in Liberia.

Taxation

      Since (1) we are and intend to maintain our status as a “non-resident corporation” under the Internal Revenue Code of Liberia and (2) our vessel-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia, we have been advised by Watson, Farley & Williams, our special Liberian counsel, that under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than a holder that is a resident Liberian entity or a resident individual or entity or a citizen of Liberia.

Documents on Display

      Our Restated Articles of Incorporation, By-Laws, and material contracts are filed as exhibits to this Annual Report on Form 20-F.

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Item 11.     Quantitative and Qualitative Disclosures about Market Risk

      Our quantitative and qualitative disclosures about market risk have been prepared in accordance with Item 5. Operating and Financial Review and Prospects.

Item 12.     Description of Securities Other than Equity Securities

      Not applicable.

PART II

Item 13.     Defaults, Dividend Arrearages and Delinquencies

      None.

Item 14.     Material Modifications to the Rights of Security Holders and Use of Proceeds

      None.

Item 15.     Reserved

Item 16.     Reserved

PART III

Item 17.     Financial Statements

      Our Consolidated Financial Statements have been prepared in accordance with Item 18.

Item 18.     Financial Statements

      Our Consolidated Financial Statements are included beginning at page F-1 of this Annual Report on Form 20-F.

Item 19.     Exhibits

      The exhibits listed on the accompanying Index to Exhibits are filed and incorporated by reference as part of this Annual Report on Form 20-F.

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SIGNATURES

      The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ROYAL CARIBBEAN CRUISES LTD.

(Registrant)

Date: April 5, 2002

By:  /s/ RICHARD J. GLASIER

Richard J. Glasier

Executive Vice President and

Chief Financial Officer

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ROYAL CARIBBEAN CRUISES LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Certified Public Accountants		F-2
Consolidated Statements of Operations		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Cash Flows		F-5
Consolidated Statements of Shareholders’ Equity		F-6
Notes to the Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and

Directors of Royal Caribbean Cruises Ltd.:

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows and of shareholders’ equity present fairly, in all material respects, the financial position of Royal Caribbean Cruises Ltd. and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Miami, Florida

January 25, 2002, except for Note 3 which is as of February 14, 2002

F-2

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended December 31,
		2001			2000			1999
		(in thousands, except per share data)
INCOME STATEMENT
Revenues		$	3,145,250		$	2,865,846		$	2,546,152
Expenses
	Operating		1,934,391			1,652,459			1,496,252
	Marketing, selling and administrative		454,080			412,799			371,817
	Depreciation and amortization		301,174			231,048			197,909
			2,689,645			2,296,306			2,065,978
Operating Income			455,605			569,540			480,174
Other Income (Expense)
	Interest income		24,544			7,922			8,182
	Interest expense, net of capitalized interest		(253,207	)		(154,328	)		(130,625	)
	Other income (expense)		27,515			22,229			26,122
			(201,148	)		(124,177	)		(96,321	)
Net Income		$	254,457		$	445,363		$	383,853
EARNINGS PER SHARE:
	Basic	$	1.32		$	2.34		$	2.15
	Diluted	$	1.32		$	2.31		$	2.06

The accompanying notes are an integral part of these financial statements.

F-3

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED BALANCE SHEETS

			As of December 31,
			2001			2000
			(in thousands, except share data)
ASSETS
Current Assets
	Cash and cash equivalents		$	727,178		$	177,810
	Trade and other receivables, net			72,196			53,609
	Inventories			33,493			30,115
	Prepaid expenses and other assets			53,247			49,185
		Total current assets		886,114			310,719
Property and Equipment — at cost less accumulated depreciation and amortization				8,605,448			6,831,809
Goodwill — less accumulated amortization of $138,606 and $128,192, respectively				278,561			288,974
Other Assets				598,659			396,963
			$	10,368,782		$	7,828,465
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Current portion of long-term debt		$	238,581		$	109,926
	Accounts payable			144,070			158,143
	Accrued expenses and other liabilities			283,913			200,900
	Customer deposits			446,085			443,411
		Total current liabilities		1,112,649			912,380
Long-Term Debt				5,407,531			3,300,170
Other Long-Term Liabilities				92,018			—
Commitments and Contingencies (Note 12)
SHAREHOLDERS’ EQUITY
	Common stock ($.01 par value; 500,000,000 shares authorized; 192,310,198 and 192,122,088 shares issued)			1,923			1,921
	Paid-in capital			2,045,904			2,043,111
	Retained earnings			1,731,423			1,576,921
	Accumulated other comprehensive loss			(16,068	)		—
	Treasury stock (475,524 and 435,180 common shares at cost)			(6,598	)		(6,038	)
		Total shareholders’ equity		3,756,584			3,615,915
			$	10,368,782		$	7,828,465

The accompanying notes are an integral part of these financial statements.

F-4

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
		2001			2000			1999
		(in thousands)
Operating Activities
Net income		$	254,457		$	445,363		$	383,853
Adjustments:
	Depreciation and amortization		301,174			231,048			197,909
	Accretion of original issue discount		36,061			—			—
Changes in operating assets and liabilities:
	(Increase) in trade and other receivables, net		(18,587	)		(150	)		(16,927	)
	(Increase) decrease in inventories		(3,378	)		(3,717	)		5,436
	Decrease (increase) in prepaid expenses and other assets		3,305			1,865			(6,006	)
	(Decrease) increase in accounts payable		(14,073	)		55,102			(12,792	)
	Increase (decrease) in accrued expenses and other liabilities		75,645			(8,204	)		(34,373	)
	Increase (decrease) in customer deposits		2,674			(21,622	)		62,107
	Other, net		(3,589	)		3,631			4,151
Net cash provided by operating activities			633,689			703,316			583,358
Investing Activities
Purchases of property and equipment			(1,737,471	)		(1,285,649	)		(972,481	)
Investment in convertible preferred stock			—			(305,044	)		—
Net proceeds from vessel transfer to joint venture			—			47,680			—
Other, net			(46,501	)		(21,417	)		(14,963	)
Net cash used in investing activities			(1,783,972	)		(1,564,430	)		(987,444	)
Financing Activities
Proceeds from issuance of long-term debt, net			1,834,341			1,195,000			—
Repayments of long-term debt			(45,553	)		(128,086	)		(127,919	)
Dividends			(99,955	)		(94,418	)		(81,568	)
Proceeds from issuance of common stock			—			—			487,399
Other, net			10,818			2,958			16,723
Net cash provided by financing activities			1,699,651			975,454			294,635
Net Increase (Decrease) in Cash and Cash Equivalents			549,368			114,340			(109,451	)
Cash and Cash Equivalents at Beginning of Year			177,810			63,470			172,921
Cash and Cash Equivalents at End of Year		$	727,178		$	177,810		$	63,470
Supplemental Disclosures
Cash paid during the year for:
	Interest, net of amount capitalized	$	203,038		$	146,434		$	133,925
Noncash investing and financing activities:
	Acquisition of vessel through debt	$	326,738		$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-5

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

											Accumulated
											Other
											Comprehensive						Total
	Preferred			Common		Paid-in		Retained			Income			Treasury			Shareholders’
	Stock			Stock		Capital		Earnings			(Loss)			Stock			Equity
	(in thousands)
Balances at January 1, 1999	$	172,500		$	1,690	$	1,361,796	$	923,691		$	—		$	(4,919	)	$	2,454,758
Issuance of common stock		—			108		487,291		—			—			—			487,399
Issuance under preferred stock conversion		(300	)		—		300		—			—			—			—
Issuance under employee related plans		—			14		17,260		—			—			(560	)		16,714
Preferred stock dividends		—			—		—		(12,506	)		—			—			(12,506	)
Common stock dividends		—			—		—		(69,062	)		—			—			(69,062	)
Net income		—			—		—		383,853			—			—			383,853
Balances at December 31, 1999		172,200			1,812		1,866,647		1,225,976			—			(5,479	)		3,261,156
Issuance under preferred stock conversion		(172,200	)		106		172,094		—			—			—			—
Issuance under employee related plans		—			3		4,370		—			—			(559	)		3,814
Preferred stock dividends		—			—		—		(3,121	)		—			—			(3,121	)
Common stock dividends		—			—		—		(91,297	)		—			—			(91,297	)
Net income		—			—		—		445,363			—			—			445,363
Balances at December 31, 2000		—			1,921		2,043,111		1,576,921			—			(6,038	)		3,615,915
Issuance under employee related plans		—			2		2,793		—			—			(560	)		2,235
Common stock dividends		—			—		—		(99,955	)		—			—			(99,955	)
Transition adjustment SFAS No. 133		—			—		—		—			7,775			—			7,775
Changes related to cash flow derivative hedges		—			—		—		—			(23,843	)		—			(23,843	)
Net income		—			—		—		254,457			—			—			254,457
Balances at December 31, 2001	$	—		$	1,923	$	2,045,904	$	1,731,423		$	(16,068	)	$	(6,598	)	$	3,756,584

Comprehensive income is as follows:

	Year Ended December 31,
	2001			2000		1999
	(in thousands)
Net income	$	254,457		$	445,363	$	383,853
Transition adjustment SFAS No. 133		7,775			—		—
Changes related to cash flow derivative hedges		(23,843	)		—		—
Total comprehensive income	$	238,389		$	445,363	$	383,853

The accompanying notes are an integral part of these financial statements.

F-6

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     General

  Description of Business

      We are a global cruise company. We operate two cruise brands, Royal Caribbean International and Celebrity Cruises, with 15 cruise ships and 8 cruise ships, respectively, at December 31, 2001. Our ships operate on a selection of worldwide itineraries that call on approximately 200 destinations.

  Basis for Preparation of Consolidated Financial Statements

      The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and are presented in U.S. dollars. Estimates are required for the preparation of financial statements in accordance with generally accepted accounting principles. Actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation.

Note 2.     Summary of Significant Accounting Policies

  Cruise Revenues and Expenses

      Deposits received on sales of guest cruises represent unearned revenue and are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as cruise revenues, together with revenues from shipboard activities and all associated direct costs of a voyage, upon completion of voyages with durations of ten days or less and on a pro rata basis for voyages in excess of ten days. Minor amounts of revenues and expenses from pro rata voyages are estimated.

  Cash and Cash Equivalents

      Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.

  Inventories

      Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or market.

  Property and Equipment

      Property and equipment are stated at cost less accumulated depreciation and amortization. We capitalize interest as part of the cost of construction. Significant vessel improvement costs are capitalized as additions to the vessel, while costs of repairs and maintenance are charged to expense as incurred. We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable.

      Depreciation of property and equipment, which includes amortization of vessels under capital leases, is computed using the straight-line method over useful lives of primarily 30 years for vessels and three to ten years for other property and equipment. (See Note 4 — Property and Equipment.)

  Goodwill

      Goodwill represents the excess of cost over the fair value of net assets acquired and is being amortized over 40 years using the straight-line method. We review goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable.

F-7

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  Advertising Costs

      Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, are treated as prepaid expenses and charged to expense as consumed. Advertising expenses consist of media advertising as well as brochure, production and direct mail costs. Media advertising was $103.4 million, $98.9 million and $93.1 million, and brochure, production and direct mail costs were $77.5 million, $79.2 million and $57.4 million for the years 2001, 2000 and 1999, respectively.

  Drydocking

      Drydocking costs are accrued evenly over the period to the next scheduled drydocking and are included in accrued expenses and other liabilities.

  Financial Instruments

      We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and bunker fuel prices.

      On January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, which requires that all derivative instruments be recorded on the balance sheet at their fair value. On an ongoing basis, we assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in fair value or cash flow of hedged items and therefore qualify as either a fair value or cash flow hedge. A derivative instrument that hedges the exposure to changes in the fair value of a recognized asset or a liability, or a firm commitment is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized liability is designated as a cash flow hedge.

      Unrealized gains and losses on fair value hedges are recorded on the balance sheet as offsets to the changes in fair value of related hedged assets, liabilities and firm commitments. Realized gains and losses on foreign currency forward contracts that hedge foreign currency denominated firm commitments related to vessels under construction are included in the cost basis of the vessels. Realized gains and losses on all other fair value hedges are recognized in earnings as offsets to the related hedged items. For derivative instruments that qualify as cash flow hedges, the effective portions of changes in fair value of the derivatives are deferred and recorded as a component of other comprehensive income until the hedged transactions occur and are recognized in earnings. All other portions of changes in the fair value of cash flow hedges are recognized in earnings immediately.

      Our risk-management policies and objectives for holding hedging instruments have not changed with the adoption of Statement of Financial Accounting Standards No. 133. The implementation of Statement of Financial Accounting Standards No. 133 did not have a material impact on our results of operations or financial position at adoption or during the twelve months ended December 31, 2001.

  Foreign Currency Transactions

      The majority of our transactions are settled in U.S. dollars. Gains or losses resulting from transactions denominated in other currencies and remeasurements of other currencies are recognized in income currently.

  Earnings Per Share

      Basic earnings per share is computed by dividing net income, after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average

F-8

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during each period.

  Stock-Based Compensation

      We account for stock-based compensation using the intrinsic value method and disclose certain fair market value information with respect to our stock-based compensation activity. (See Note 7 — Shareholders’ Equity.)

  Segment Reporting

      We operate two cruise brands, Royal Caribbean International and Celebrity Cruises. The brands have been aggregated as a single operating segment based on the similarity of their economic characteristics as well as product and services provided.

      Information by geographic area is shown in the table below. Revenues are attributed to geographic areas based on the source of the guest.

	2001			2000			1999
Revenues:
United States		81	%		82	%		83	%
All Other Countries		19	%		18	%		17	%

  New Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” which addresses how goodwill should be accounted for after having been initially recognized in the financial statements. Statement of Financial Accounting Standards No. 142 is effective for fiscal years beginning after December 15, 2001. Upon adoption of Financial Accounting Standards No. 142, we will cease to amortize goodwill; goodwill amortization was $10.4 million in 2001. In addition, we are required to perform an initial impairment review of our goodwill upon adoption and an annual impairment review thereafter. We currently do not expect to record an impairment charge upon completion of the impairment review.

      In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Statement of Financial Accounting Standards No. 144 supersedes Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and requires (i) the recognition and measurement of the impairment of long-lived assets to be held and used and (ii) the measurement of long-lived assets to be held for sale. Statement of Financial Accounting Standards No. 144 is effective for fiscal years beginning after December 15, 2001. We do not expect the adoption of Statement of Financial Accounting Standards No. 144 to have a material effect on our results of operations or financial position.

Note 3.     Proposed Dual-Listed Company Merger with P&O Princess

      On November 19, 2001, we entered into an agreement with P&O Princess Cruises plc (P&O Princess), providing for the combination of Royal Caribbean and P&O Princess as a merger of equals under a dual-listed company structure. If the dual-listed company merger is completed, it would involve a combination of the two companies through a number of contracts and certain amendments to our Articles of Incorporation and By-Laws and to P&O Princess’ Articles and Memorandum of Association. The two companies would retain their separate legal identities but would operate as if they were a single unified economic entity. The contracts

F-9

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

governing the dual-listed company merger would provide that the boards of directors of the two companies would be identical and that, as far as possible, the shareholders of Royal Caribbean and P&O Princess would be placed in substantially the same economic position as if they held shares in a single enterprise which owned all of the assets of both companies. The net effect of the dual-listed company merger would be that the shareholders of Royal Caribbean would own an economic interest equal to 49.3% of the combined company and the shareholders of P&O Princess would own an economic interest equal to 50.7% of the combined company.

      The obligations of Royal Caribbean and P&O Princess to effect the dual-listed company merger are subject to the satisfaction of various conditions, including the receipt of certain regulatory approvals and consents and approval by the shareholders of each of Royal Caribbean and P&O Princess. No assurance can be given that all required approvals and consents will be obtained, and if such approvals and consents are obtained, no assurance can be given as to the terms, conditions and timing of the approvals and consents. If the dual-listed company merger is not completed by November 16, 2002, either party can terminate the agreement if it is not in material breach of its obligations thereunder. We have incurred, and continue to incur, costs which have been or will be deferred in connection with the dual-listed company merger. In the event the transaction is not consummated, we would be required to write these costs off, resulting in an estimated impact to earnings of approximately $15 million. If the dual-listed company merger is completed, these deferred costs, together with additional costs, would be capitalized as part of the transaction.

      If the merger agreement is terminated under certain circumstances, we would be obligated to pay P&O Princess a break fee of $62.5 million. These circumstances include, among other things, our board of directors withdrawing or adversely modifying its recommendation to shareholders to approve the dual-listed company merger, our board of directors recommending an alternative acquisition transaction to shareholders, and our shareholders failing to approve the dual-listed company merger if another acquisition proposal with respect to Royal Caribbean exists at that time. Similarly, P&O Princess would be obligated to pay us a break fee of $62.5 million upon the occurrence of reciprocal circumstances.

      In December 2001, Carnival Corporation (Carnival) announced a competing pre-conditional offer to acquire all of the outstanding shares of P&O Princess. In connection with its pre-conditional offer, Carnival solicited proxies from P&O Princess’ shareholders in favor of an adjournment of the P&O Princess’ special meeting prior to a shareholder vote to approve the dual-listed company merger. On February 14, 2002, Royal Caribbean and P&O Princess convened special meetings of their respective shareholders to approve the dual-listed company merger. Prior to voting to approve the merger, the shareholders of each company voted to adjourn their respective meetings until an unspecified future date. We do not know at this time the date on which the meetings will be reconvened.

Note 4.     Property and Equipment

      Property and equipment consists of the following (in thousands):

	2001			2000
Land	$	7,056		$	7,056
Vessels		8,289,028			6,168,383
Vessels under capital lease		771,131			768,474
Vessels under construction		396,286			508,954
Other		366,914			313,689
		9,830,415			7,766,556
Less — accumulated depreciation and amortization		(1,224,967	)		(934,747	)
	$	8,605,448		$	6,831,809

F-10

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Vessels under construction include progress payments for the construction of new vessels as well as planning, design, interest, commitment fees and other associated costs. We capitalized interest costs of $37.0 million, $44.2 million and $34.6 million for the years 2001, 2000 and 1999, respectively. Accumulated amortization related to vessels under capital lease was $136.2 million and $112.9 million at December 31, 2001 and 2000, respectively.

Note 5.     Other Assets

      In July 2000, we purchased a new issue of convertible preferred stock, denominated in British pound sterling, for approximately $300 million from First Choice Holidays PLC. The convertible preferred stock carries a 6.75% coupon. Dividends of $19.4 million and $9.2 million were earned in 2001 and 2000, respectively and recorded in Other income (expense). If fully converted, our holding would represent approximately a 17% interest in First Choice Holidays PLC.

      Separately, we entered into a joint venture with First Choice Holidays PLC to launch a new cruise brand, Island Cruises. As part of the transaction, ownership of Viking Serenade was transferred to the new joint venture at a valuation of approximately $95.4 million. The contribution of Viking Serenade represents our 50% investment in the joint venture as well as approximately $47.7 million in proceeds towards the purchase price of the convertible preferred stock. The contribution of Viking Serenade resulted in a deferred gain of approximately $3.8 million, which is being recognized over the estimated remaining useful life of the vessel. Royal Caribbean International operated Viking Serenade under a charter agreement until early 2002, at which time the vessel moved to the new joint venture.

F-11

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6.     Long-Term Debt

      Long-term debt consists of the following (in thousands):

	2001			2000
$360 million unsecured term loan bearing interest at LIBOR plus 1.0%, due 2006	$	360,000		$	—
Zero Coupon Convertible Notes with yield to maturity of 4.75%, due 2021		355,628			—
Liquid Yield Option™ Notes with yield to maturity of 4.875%, due 2021		600,878			—
$625 million unsecured term loan bearing interest at LIBOR plus 1.25%, due 2005		625,000			625,000
$300 million unsecured term loan bearing interest at LIBOR plus 0.8%, due 2009 through 2010		300,000			300,000
$1 billion unsecured revolving credit facility bearing interest at LIBOR plus 0.45% on balances outstanding, 0.2% facility fee, due 2003		350,000			270,000
Senior Notes and Senior Debentures bearing interest at rates ranging from 6.75% to 8.75%, due 2002 through 2011, 2018 and 2027		1,950,341			1,392,017
Unsecured term loan bearing interest at 8.0%, due 2006		109,250			134,332
Term loans bearing interest at rates ranging from 6.7% to 8.0%, due through 2010, secured by certain Celebrity vessels		506,675			241,452
Term loans bearing interest at LIBOR plus 0.45%, due through 2008, secured by certain Celebrity vessels		78,491			19,697
Capital lease obligations with implicit interest rates ranging from 7.0% to 7.2%, due through 2011		409,849			427,598
		5,646,112			3,410,096
Less — current portion		(238,581	)		(109,926	)
Long-term portion	$	5,407,531		$	3,300,170

      During 2001, we drew $360.0 million under our unsecured term loan that bears interest at LIBOR plus 1.0%, due 2006.

      In August 2001, we entered into a $326.7 million term loan bearing interest at a fixed rate of 8.0%, due in 2010 and secured by a Celebrity vessel.

      In May 2001, we received net proceeds of $339.4 million from the issuance of Zero Coupon Convertible Notes, due 2021. In February 2001, we received net proceeds of $494.6 million and $560.8 million from the issuance of 8.75% Senior Notes due 2011 and Liquid Yield Option™ Notes due 2021, respectively.

      The Liquid Yield Option™ Notes and the Zero Coupon Convertible Notes are zero coupon bonds with yields to maturity of 4.875% and 4.75%, respectively, due 2021. Each Liquid Yield Option™ Note and Zero Coupon Convertible Note was issued at a price of $381.63 and $391.06, respectively, and will have a principal amount at maturity of $1,000. The Liquid Yield Option™ Notes and Zero Coupon Convertible Notes are convertible at the option of the holder into 17.7 million and 13.8 million shares of common stock, respectively, if the market price of our common stock reaches certain levels. These conditions were not met at December 31, 2001 for the Liquid Yield Option™ Notes or the Zero Coupon Convertible Notes and therefore, the shares issuable upon conversion are not included in the earnings per share calculation.

      We may redeem the Liquid Yield Option™ Notes beginning on February 2, 2005, and the Zero Coupon Convertible Notes beginning on May 18, 2006, at their accreted values for cash as a whole at any time, or from

F-12

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

time to time in part. Holders may require us to purchase any outstanding Liquid Yield Option™ Notes at their accreted value on February 2, 2005 and February 2, 2011 and any outstanding Zero Coupon Convertible Notes at their accreted value on May 18, 2004, May 18, 2009, and May 18, 2014. We may choose to pay the purchase price in cash or common stock or a combination thereof. In addition, we have a three-year, $345.8 million unsecured variable rate term loan facility available to us should the holders of the Zero Coupon Convertible Notes require us to purchase their notes on May 18, 2004.

      During 2001, under the terms of two of our secured term loans, we elected to defer principal payments totaling $64.4 million to 2004 through 2006.

      In June 2000, we entered into a $625.0 million unsecured term loan bearing interest at LIBOR plus 1.25%, due 2005.

      The contractual interest rates on balances outstanding under our $1.0 billion unsecured revolving credit facility and the $625.0 million unsecured term loan vary with our debt rating.

      The Senior Notes, Senior Debentures, Liquid Yield Option™ Notes and Zero Coupon Convertible Notes are unsecured. The Senior Notes and Senior Debentures are not redeemable prior to maturity.

      We entered into a $264.0 million capital lease to finance Splendour of the Seas and a $260.0 million capital lease to finance Legend of the Seas in 1996 and 1995, respectively. The capital leases each have semi-annual payments of $12.0 million over 15 years with final payments of $99.0 million and $97.5 million, respectively.

      Our debt agreements contain covenants that require us, among other things, to maintain minimum liquidity, net worth, and fixed charge coverage ratio and limit our debt to capital ratio. We are in compliance with all covenants as of December 31, 2001. Following is a schedule of annual maturities on long-term debt as of December 31, 2001 (in thousands):

Year
2002	$	238,581
2003		434,959
2004(1)		339,133
2005(2)		1,627,473
2006		688,397

(1)	Includes $51.8 million related to our Zero Coupon Convertible Notes. This amount represents the $397.6 million accreted value of the notes as of May 18, 2004, the first date holders may require us to purchase any outstanding notes net of a $345.8 million loan facility available to us to satisfy this obligation. We may choose to pay any amounts in cash or common stock or a combination thereof.
(2)	Includes the $697.2 million accreted value of our Liquid Yield Option™ Notes as of February 2, 2005, the first date holders may require us to purchase any outstanding notes. We may choose to pay any amounts in cash or common stock or a combination thereof.

Note 7.     Shareholders’ Equity

      In April 2000, we redeemed all outstanding shares of our convertible preferred stock and dividends ceased to accrue.

      In 1999, we completed a public offering of 11,625,000 shares of common stock at a price of $46.69 per share. Of the total shares sold, 10,825,000 shares were sold by us, and the balance of 800,000 shares were sold by a selling shareholder. After deduction of the underwriting discount and other estimated expenses of the offering, our net proceeds were approximately $487.4 million.

F-13

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Our Employee Stock Purchase Plan, which has been in effect since January 1, 1994, facilitates the purchase by employees of up to 800,000 shares of common stock. The purchase price is derived from a formula based on 90% of the fair market value of the common stock during the quarterly purchase period, subject to certain restrictions. Shares of common stock of 33,395, 40,838 and 35,263 were issued under the Employee Stock Purchase Plan at a weighted average price of $17.69, $23.09 and $37.81 during 2001, 2000 and 1999, respectively.

      Under an executive compensation program approved in 1994, we will award to a trust 10,086 shares of common stock per quarter, up to a maximum of 806,880 shares. We issued 40,344 shares each year under the program during 2001, 2000 and 1999.

      Compensation expense related to our “Taking Stock in Employees” program, which was discontinued effective December 31, 2001, was $1.6 million, $2.1 million and $3.3 million in 2001, 2000 and 1999, respectively. Under the plan, employees are awarded five shares of our stock, or the cash equivalent, at the end of each year of employment.

      We have Employee Stock Option Plans, which provide for awards to our officers, directors and key employees of options to purchase shares of our common stock. One of the plans is a tax-qualified Incentive Stock Option Plan. During 2001, one of the Employee Stock Option Plans and the Incentive Stock Option Plan were amended to increase the number of shares reserved for issuance by 5,000,000 and 3,000,000 shares of common stock, respectively. Options are granted at a price not less than the fair value of the shares on the date of grant. Options expire not later than ten years after the date of grant and generally become exercisable in full over three or five years after the grant date.

F-14

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Stock option activity and information about stock options outstanding are summarized in the following tables:

Stock Option Activity

	2001					2000					1999
	Number of			Weighted Average		Number of			Weighted Average		Number of			Weighted Average
	Options			Exercise Price		Options			Exercise Price		Options			Exercise Price
Outstanding options at January 1		11,291,784		$	27.17		6,894,172		$	24.82		6,492,390		$	16.78
Granted		6,525,775		$	12.41		5,036,100		$	30.21		2,285,500		$	39.23
Exercised		(104,526	)	$	13.22		(186,436	)	$	12.68		(1,318,714	)	$	11.01
Canceled		(690,792	)	$	29.84		(452,052	)	$	30.65		(565,004	)	$	23.03
Outstanding options at December 31		17,022,241		$	21.49		11,291,784		$	27.17		6,894,172		$	24.82
Options exercisable at December 31		4,679,421		$	20.79		2,707,234		$	16.02		1,649,180		$	12.53
Available for future grants at December 31		5,871,763					3,839,246					8,553,864

Stock Options Outstanding

As of December 31, 2001

	Options Outstanding						Options Exercisable
			Weighted		Weighted				Weighted
			Average		Average				Average
	Number		Remaining		Exercise		Number		Exercise
Exercise Price Range	Outstanding		Life		Price		Exercisable		Price
$ 7.24 - $9.90		5,846,545		9.2 years	$	9.79		432,870	$	8.83
$11.19 - $20.30		3,912,196		6.7 years	$	17.35		2,354,826	$	15.55
$21.92 - $28.78		3,961,250		7.5 years	$	25.72		1,153,550	$	24.09
$28.88 - $48.00		3,302,250		7.7 years	$	42.05		738,175	$	39.34
		17,022,241		7.9 years	$	21.49		4,679,421	$	20.79

      We use the intrinsic value method of accounting for stock-based compensation. Had the fair value based method been used to account for such compensation, compensation costs would have reduced net income by $37.0 million, $28.8 million and $15.0 million or $0.19, $0.15 and $0.08 per share in 2001, 2000 and 1999, respectively. The weighted-average fair value of options granted during 2001, 2000 and 1999 was $4.35, $12.43 and $15.52, respectively. Fair value information for our stock options was estimated using the Black-Scholes option-pricing model based on the following weighted average assumptions:

	2001		2000		1999
Dividend yield		2.5%		2.0%		1.0%
Expected stock price volatility		43.3%		38.4%		35.6%
Risk-free interest rate		4%		6%		5%
Expected option life		5 years		6 years		6 years

F-15

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8.     Earnings Per Share

      Below is a reconciliation between basic and diluted earnings per share for the years ended December 31, 2001, 2000 and 1999 (in thousands, except per share data):

		Year Ended December 31,
		2001						2000							1999
						Per							Per							Per
		Income		Shares		Share		Income			Shares		Share		Income			Shares		Share
Net income		$	254,457					$	445,363						$	383,853
Less: preferred stock dividends			—						(1,933	)						(12,506	)
Basic earnings per share			254,457		192,231	$	1.32		443,430			189,397	$	2.34		371,347			172,319	$	2.15
Effect of dilutive securities:
	Stock options				1,250							1,428							3,508
	Convertible preferred stock		—		—				1,933			2,110				12,506			10,629
Diluted earnings per share		$	254,457		193,481	$	1.32	$	445,363			192,935	$	2.31	$	383,853			186,456	$	2.06

Note 9.     Retirement Plans

      We maintain a defined contribution pension plan covering all of our full-time shoreside employees who have completed the minimum period of continuous service. Annual contributions to the plan are based on fixed percentages of participants’ salaries and years of service, not to exceed certain maximums. Pension cost was $8.3 million, $7.3 million and $7.2 million for the years 2001, 2000 and 1999, respectively.

      Effective January 1, 2000, we instituted a defined benefit pension plan to cover all of our shipboard employees not covered under another pension plan through their collective bargaining agreement. Benefits to eligible employees are accrued based on the employee’s years of service. Pension expense was approximately $3.2 million and $1.9 million in 2001 and 2000, respectively.

Note 10.     Income Taxes

      We and the majority of our subsidiaries are not subject to U.S. corporate income tax on income generated from the international operation of ships pursuant to Section 883 of the Internal Revenue Code, provided that we meet certain tests related to country of incorporation and composition of shareholders. We believe that we and a majority of our subsidiaries meet these tests. Income tax expense related to our remaining subsidiaries is not significant.

Note 11.     Financial Instruments

      The estimated fair values of our financial instruments are as follows (in thousands):

	2001			2000
Cash and Cash Equivalents	$	727,178		$	177,810
Long-Term Debt (including current portion of long-term debt)		(5,031,858	)		(3,332,475	)
Foreign Currency Forward Contracts (losses)		(99,110	)		(5,624	)
Interest Rate Swap Agreements in a net receivable position		35,668			24,583
Fuel Swap Agreements in a net (payable) receivable position		(7,799	)		10,666

      The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 2001 or 2000 or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement. The following methods were used to estimate the fair values of our financial instruments, none of which are held for trading or speculative purposes:

F-16

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  Cash and Cash Equivalents

      The carrying amounts of cash and cash equivalents approximate their fair values due to the short maturity of these instruments.

  Long-Term Debt

      The fair values of our Senior Notes, Senior Debentures, Liquid Yield Option™Notes and Zero Coupon Convertible Notes were estimated by obtaining quoted market prices. The fair values of all other debt were estimated using discounted cash flow analyses based on market rates available to us for similar debt with the same remaining maturities.

  Foreign Currency Contracts

      The fair values of our foreign currency forward contracts were estimated using current market prices for similar instruments. Our exposure to market risk for fluctuations in foreign currency exchange rates relates to our firm commitments on vessel construction contracts and forecasted transactions. We use foreign currency forward contracts to mitigate the impact of fluctuations in foreign currency exchange rates. As of December 31, 2001, we had foreign currency forward contracts in a notional amount of $1.1 billion maturing through 2003. Our foreign currency forward contracts related to firm commitments on vessels under construction had aggregate unrealized losses of approximately $99.3 million at December 31, 2001.

  Interest Rate Swap Agreements

      The fair values of our interest rate swap agreements were estimated based on quoted market prices for similar or identical financial instruments to those we hold. Our exposure to market risk for changes in interest rates relates to our long-term debt obligations. Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. Market risk associated with our variable rate debt is the potential increase in interest expense from an increase in interest rates. We enter into interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense. As of December 31, 2001, we had interest rate swap agreements in effect, which exchanged fixed interest rates for floating interest rates in a notional amount of $525.0 million, maturing in 2006 through 2011.

  Fuel Swap Agreements

      The fair values of our fuel swap agreements were estimated based on quoted market prices for similar or identical financial instruments to those we hold. Our exposure to market risk for changes in bunker fuel prices relates to the forecasted consumption of fuel on our vessels. We use fuel swap agreements to mitigate the impact of fluctuations in bunker fuel prices. As of December 31, 2001, we had fuel swap agreements to pay fixed prices for bunker fuel with an aggregate notional amount of $85.2 million, maturing through 2003.

      Our exposure under foreign currency contracts, interest rate and fuel swap agreements is limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, all of which are currently our lending banks. To minimize this risk, we select counterparties with credit risks acceptable to us and we limit our exposure to any individual counterparty. Furthermore, all foreign currency forward contracts are denominated in primary currencies.

Note 12.     Commitments and Contingencies

  Capital Expenditures

      As of December 31, 2001, we have six ships on order. Three are Radiance-class vessels scheduled for delivery in the third quarter of 2002, fourth quarter of 2003 and second quarter of 2004. Two are Voyager-class

F-17

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

vessels with delivery scheduled in the first quarters of 2003 and 2004. One is a Millennium-class vessel scheduled for delivery in the second quarter of 2002. The aggregate contract price of the six ships, which excludes capitalized interest and other ancillary costs, is approximately $2.6 billion, of which we have deposited $316.5 million as of December 31, 2001. Additional deposits are due prior to the dates of delivery of $127.0 million in 2002 and $5.2 million in 2003. We anticipate that overall capital expenditures will be approximately $1.1 billion, $1.1 billion and $1.0 billion for 2002, 2003 and 2004, respectively. Two of the ships on order, with an aggregate capacity of 4,200 berths, are committed to the joint venture with P&O Princess. The aggregate contract price of these two ships, excluding capitalized interest and other ancillary costs, is approximately $0.8 billion and is included in our projected capital costs above.

      Pursuant to the joint venture agreement entered into in November 2001 with P&O Princess, we have committed up to $500.0 million in shareholder equity, with approximately $5.0 million contributed to date and the balance due and payable when called by the joint venture company. We have agreed to assign our ship-build contracts for Serenade of the Seas and Jewel of the Seas to the joint venture company. The aggregate contract price of these two ships, excluding capitalized interest and other ancillary costs, is approximately $0.8 billion, of which we have deposited $79.3 million as of December 31, 2001. Also, we have obtained commitments for export financing for up to 80% of the contract price of these two vessels. Any payments we have made under these contracts prior to assignment will be credited against our shareholder equity commitment. The joint venture shareholders intend that the joint venture company be financed through third-party indebtedness and each joint venture shareholder has committed to provide necessary credit support in the form of guarantees on a pro rata basis, subject to legal or regulatory restrictions. To the extent that third-party financing cannot be obtained, and if approved in accordance with the terms of the joint venture agreement, the joint venture shareholders will provide financing on a pro rata basis on identical terms. Subject to the terms of the joint venture agreement, the agreement can be terminated by either party if certain commercial benchmarks have not been achieved by January 1, 2003 or April 1, 2003.

      Under the joint venture agreement, if a change of control occurs with respect to a joint venture shareholder, the other shareholder has a right to acquire the interest of that shareholder at fair market value in exchange for preferred stock or a 15-year subordinated note (or a combination thereof) of the purchasing shareholder. Notwithstanding the foregoing, the joint venture shareholder subject to a change of control has the right, subject to certain conditions, to put its interest in the joint venture to the other joint venture shareholder at a discount to fair market value in exchange for preferred stock or a 20-year subordinated note (or a combination thereof) of the purchasing shareholder.

  Litigation

      In April 1999, a lawsuit was filed in the United States District Court for the Southern District of New York on behalf of current and former crew members alleging that we failed to pay the plaintiffs their full wages. The suit seeks payment of (i) the wages alleged to be owed, (ii) penalty wages under 46 U.S.C. Section 10313 of U.S. law and (iii) punitive damages. In November 1999, a purported class action suit was filed in the same court alleging a similar cause of action. We are not able at this time to estimate the impact of these proceedings on us; there can be no assurance that such proceedings, if decided adversely, would not have a material adverse effect on our results of operations.

      We are routinely involved in other claims typical within the cruise industry. The majority of these claims is covered by insurance. We believe the outcome of such other claims, net of expected insurance recoveries, is not expected to have a material adverse effect upon our financial condition or results of operations.

F-18

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  Operating Leases

      We are obligated under noncancelable operating leases primarily for office and warehouse facilities, computer equipment and motor vehicles. As of December 31, 2001, future minimum lease payments under noncancelable operating leases were as follows (in thousands):

Year
2002	$	11,430
2003		11,251
2004		10,597
2005		7,606
2006		5,238
Thereafter		41,735
	$	87,857

      Total rent expense for all operating leases amounted to $9.8 million, $6.7 million and $5.1 million for the years 2001, 2000 and 1999, respectively.

  Other

      At December 31, 2001, we have future commitments to pay for our usage of certain port facilities, maintenance contracts and communication services as follows (in thousands):

Year
2002	$	25,684
2003		26,200
2004		25,129
2005		20,130
2006		17,666
Thereafter		113,428
	$	228,237

Note 13.     Quarterly Data (unaudited)

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
		2001		2000		2001		2000		2001		2000		2001			2000
		(in thousands, except per share data)
Revenues		$	726,878	$	707,786	$	821,674	$	680,731	$	940,721	$	835,210	$	655,977		$	642,118
Operating Income		$	90,084	$	139,636	$	135,275	$	131,196	$	211,257	$	236,166	$	18,989		$	62,542
Net Income (Loss)		$	52,497	$	105,528	$	81,713	$	108,258	$	159,212	$	201,497	$	(38,965	)	$	30,080
Earnings (Loss) Per Share:
	Basic	$	0.27	$	0.57	$	0.43	$	0.57	$	0.83	$	1.05	$	(0.20	)	$	0.16
	Diluted	$	0.27	$	0.55	$	0.42	$	0.56	$	0.82	$	1.04	$	(0.20	)	$	0.16
Dividends Declared Per Share		$	0.13	$	0.11	$	0.13	$	0.11	$	0.13	$	0.13	$	0.13		$	0.13

F-19

INDEX TO EXHIBITS

Exhibit			Description
	1.1	—	Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1, File No. 33-59304, filed with the Securities and Exchange Commission (the “Commission”); Exhibit 2.2 to the Company’s 1996 Annual Report on Form 20-F filed with the Commission; Document No. 1 in the Company’s Form 6-K filed with the Commission on October 14, 1999; Document No. 1 in the Company’s Form 6-K filed with the Commission on May 18, 1999; and Document No. 1 in the Company’s Form 6-K filed with the Commission on August 28, 2000).
	1.2	—	Restated By-Laws of the Company (incorporated by reference to Document No. 2 to the Company’s Form 6-K filed with the Commission on May 18, 1999).
	2.1	—	Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, successor to NationsBank of Georgia, National Association, as Trustee (incorporated by reference to Exhibit 2.4 to the Company’s 1994 Annual Report on Form 20-F filed with the Commission, File No. 1-11884).
	2.2	—	First Supplemental Indenture dated as of July 28, 1994 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, successor to NationsBank of Georgia, National Association, as Trustee (incorporated by reference to Exhibit 2.5 to the Company’s 1994 Annual Report on Form 20-F filed with the Commission, File No. 1-11884).
	2.3	—	Second Supplemental Indenture dated as of March 29, 1995 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, successor to NationsBank of Georgia, National Association, as Trustee (incorporated by reference to Exhibit 2.5 to the Company’s 1995 Annual Report on Form 20-F filed with the Commission, File No. 1-11884).
	2.4	—	Third Supplemental Indenture dated as of September 18, 1995 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, successor to NationsBank of Georgia, National Association, as Trustee (incorporated by reference to Exhibit 2.6 to the Company’s 1995 Annual Report on Form 20-F filed with the Commission, File No. 1-11884).
	2.5	—	Fourth Supplemental Indenture dated as of August 12, 1996 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, as Trustee (incorporated by reference to Document No. 2 in the Company’s Form 6-K filed with the Commission on February 10, 1997).
	2.6	—	Fifth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2.10 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	2.7	—	Sixth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2.11 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	2.8	—	Seventh Supplemental Indenture dated as of March 16, 1998 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2.12 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	2.9	—	Eighth Supplemental Indenture dated as of March 16, 1998 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2.13 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).

Exhibit			Description
	2.10	—	Ninth Supplemental Indenture dated as of February 2, 2001 to Indenture dated as of July 15, 1994 between the Company, as issuer, and the Bank of New York, as Trustee (incorporated by reference to Exhibit 2.10 to the Company’s 2000 Annual Report on Form 20-F filed with the Commission).
	2.11	—	Tenth Supplemental Indenture dated as of February 2, 2001 to Indenture dated as of July 15, 1994 between the Company, as issuer, and the Bank of New York, as Trustee (incorporated by reference to Exhibit 2.11 to the Company’s 2000 Annual Report on Form 20-F filed with the Commission).
	2.12	—	Eleventh Supplemental Indenture dated as of May 18, 2001 to Indenture dated as of July 15, 1994 between the Company, as issuer, and the Bank of New York, as Trustee.
	2.13	—	Amended and Restated Credit Agreement dated as of June 28, 1996 among the Company and various financial institutions and The Bank of Nova Scotia as Administrative Agent and Amendment No. 1 thereto (incorporated by reference to Document No. 3 in the Company’s Form 6-K filed with the Commission on February 10, 1997 and Exhibit 1.1 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	2.14	—	Credit Agreement dated as of December 16, 1999 between the Company and Kreditanstalt fur Wiederaufbau (“KfW”) (incorporated by reference to Exhibit 2.14 to the Company’s 1999 Annual Report on Form 20-F filed with the Commission).
	2.15	—	Credit Agreement dated as of June 9, 2000 among the Company and various financial institutions and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 2.14 to the Company’s 2000 Annual Report on Form 20-F filed with the Commission).
	2.16	—	Credit Agreement dated as of December 20, 2000 among the Company and various financial institutions and KfW as Administrative Agent (incorporated by reference to Exhibit 2.15 to the Company’s 2000 Annual Report on Form 20-F filed with the Commission).
	2.17	—	Credit Agreement dated as of May 18, 2001 among the Company and various financial institutions and Bank of America, N.A. as Administrative Agent.
	2.18	—	Buyer Credit Agreement dated as of December 18, 2001 between Constellation Inc. and Credit Agricole Indosuez and Societe Generale (as Lead Managers and Lenders).
	2.19	—	Buyer Credit Agreement dated as of March 31, 2001 between Summit Inc. and Credit Agricole Indosuez and Societe Generale (as Lead Managers and Lenders) and Addendum No. 1 thereto.
	2.20	—	New Credit Agreement dated December 12, 1997 between Seabrook Maritime Inc. and KfW (incorporated by reference to Exhibit 2.13 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	2.21	—	Loan Facility Agreement dated November 29, 1993 between Esker Marine Shipping Inc. and KfW, together with supplemental agreements thereto (incorporated by reference to Exhibit 2.16 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission, Exhibit 1.8 to the Company’s 1998 Annual Report on Form 20-F filed with the Commission, and Exhibit 1.1 to the Company’s 1999 Annual Report on Form 20-F filed with the Commission).
	2.22	—	Loan Facility Agreement dated November 29, 1993 between Blue Sapphire Marine Inc. and KfW, together with supplemental agreements thereto (incorporated by reference to Exhibit 2.17 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission, Exhibit 1.9 to the Company’s 1998 Annual Report on Form 20-F filed with the Commission, and Exhibit 1.2 to the Company’s 1999 Annual Report on Form 20-F filed with the Commission).
	4.1	—	Implementation Agreement, dated as of November 19, 2001 between Royal Caribbean Cruises Ltd. and P&O Princess Cruises plc (incorporated by reference to Document No. 2 in the Company’s Form 6-K filed with the Commission on December 27, 2001).

Exhibit			Description
	4.2	—	Joint Venture Agreement, dated as of November 19, 2001, among Royal Caribbean Cruises Ltd., P&O Princess Cruises plc and Joex Limited (incorporated by reference to Document No. 7 in the Company’s Form 6-K filed with the Commission on December 27, 2001).
	4.3	—	Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. (incorporated by reference to Exhibit 2.20 to the Company’s 1997 Annual Report on Form 20-F filed with the Commission).
	4.4	—	Lease Agreement dated March 3, 1993 between the Company and G.I.E. Cruise Vision One and Amendment Nos. 1, 2 and 3 thereto (incorporated by reference to Exhibit 2.9 to the Company’s 1994 Annual Report on Form 20-F filed with the Commission, File No. 1-11884; Exhibit 1.4 to the Company’s 1995 Annual Report on Form 20-F filed with the Commission, File No. 1-11884; and to Exhibit 1.3 to the Company’s 1998 Annual Report on Form 20-F filed with the Commission).
	4.5	—	Lease Agreement dated March 3, 1993 between the Company and G.I.E. Cruise Vision Two and Amendment Nos. 1, 2, 3 and 4 thereto (incorporated by reference to Exhibit 2.11 to the Company’s 1995 Annual Report on Form 20-F filed with the Commission, File No. 1-11884; and to Exhibit 1.4 to the Company’s 1998 Annual Report on Form 20-F filed with the Commission).
	4.6	—	Office Building Lease Agreement dated July 25, 1989 between Miami-Dade County and the Company, as amended (incorporated by reference to Exhibits 10.116 and 10.117 to the Company’s Registration Statement on Form F-1, File No. 33-46157, filed with the Commission).
	4.7	—	Office Building Lease Agreement dated January 18, 1994 between Miami-Dade County and the Company (incorporated by reference to Exhibit 2.13 to the Company’s 1993 Annual Report on Form 20-F filed with the Commission, File No. 1-11884).
	4.8	—	1990 Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, File No. 333-7290, filed with the Commission).
	4.9	—	1995 Incentive Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, File No. 333-84980, filed with the Commission).
	4.10	—	2000 Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8, File No. 333-84982, filed with the Commission).
	8.1	—	List of Subsidiaries.
	10.1	—	Consent of PricewaterhouseCoopers LLP, independent certified public accountants.

EX-2.12

                                                                    EXHIBIT 2.12

                     ROYAL CARIBBEAN CRUISES LTD., as Issuer

                                       and

                        THE BANK OF NEW YORK, as Trustee



                                  ------------

                         ELEVENTH SUPPLEMENTAL INDENTURE

                            Dated as of May 18, 2001

                                  ------------


                          ZERO COUPON CONVERTIBLE NOTES

               Supplemental to Indenture dated as of July 15, 1994






                  ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 18, 2001 (the
"Eleventh Supplemental Indenture"), between ROYAL CARIBBEAN CRUISES LTD., a
Liberian corporation (hereinafter called the "Company"), and THE BANK OF NEW
YORK (as successor to NationsBank of Georgia, National Association), as trustee
under the Indenture referred to below (hereinafter called the "Trustee").

                  WHEREAS, the Company entered into an Indenture dated as of
July 15, 1994 (the "Basic Indenture", all capitalized terms used in this
Eleventh Supplemental Indenture and not otherwise defined being used as defined
in the Basic Indenture) with the Trustee, for the purposes of issuing its
unsecured and unsubordinated indebtedness in one or more series in such
principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors of the Company; and

                  WHEREAS, the Company proposes to issue a series of Zero Coupon
Convertible Notes due 2021 (such securities being referred to herein as the
"Convertible Note" or "Convertible Notes" the "Securities," unless the context
requires otherwise); and

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

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

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



                                      -2-



                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  The parties hereto mutually covenant and agree as follows:

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

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

                           "Issue Date" of any Security means the date on which
                  the Security was originally issued or deemed issued as set
                  forth on the face of the Security.

                           "Issue Price" of any Security means, in connection
                  with the original issuance of such Security, the initial issue
                  price at which the Security is sold as set forth on the face
                  of the Security.

                           "Original Issue Discount" of any Security means the
                  difference between the Issue Price and the principal amount at
                  Maturity of the Security as set forth on the face of the
                  Security.

                           "Principal Amount at Maturity" or "principal amount
                  at Maturity" of a Security means the principal amount at
                  Maturity as set forth on the face of the Security.

                  (B) By adding the following Sections to Article 1:

                  Section 114. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                           The Company agrees that any legal suit, action or
                  proceeding brought by any party to enforce any rights under or
                  with respect to the Indenture or the Securities may be
                  instituted in any state or federal court in The City of New
                  York, State of New York, and waives to the fullest extent
                  permitted by law any objection which it may now or hereafter
                  have to the laying of venue of any such suit, action or
                  proceeding and irrevocably submits to the non-exclusive
                  jurisdiction of any such court in any such suit, action or
                  proceeding. The Company hereby irrevocably designates and
                  appoints the Company's General Counsel as the Company's
                  authorized agent to receive and forward on its behalf service
                  of any and all process which may be served in any such suit,
                  action or proceeding in any such court and agrees that service
                  of process upon the Company's General Counsel at his office at
                  the Company, 1050 Caribbean Way, Miami, Florida 33132 and
                  written notice of said service to the Company, mailed or
                  delivered to the Company's General Counsel, 1050 Caribbean
                  Way, Miami, Florida 33132, shall be deemed in every respect
                  effective service of process upon the Company in any such
                  suit, action or proceeding and shall be taken and held to be
                  valid personal service upon the Company. Said designation and



                                      -3-


                  appointment shall be irrevocable. Nothing in this Section 114
                  shall affect the right of any party to the Indenture to serve
                  process in any manner permitted by law or limit the right of
                  any party to the Indenture to bring proceedings against the
                  Company in the courts of any jurisdiction or jurisdictions.
                  The Company further agrees to take any and all action,
                  including the execution and filing of any and all such
                  documents and instruments, as may be necessary to continue
                  such designation and appointment of the Company's General
                  Counsel in full force and effect so long as the Indenture or
                  any of the Securities shall be outstanding. To the extent that
                  the Company has or hereafter may acquire any immunity from
                  jurisdiction of any court or from any legal process (whether
                  through service of notice, attachment prior to judgment,
                  attachment in aid of execution, execution or otherwise) with
                  respect to itself or its property, the Company hereby
                  irrevocably waives such immunity in respect of its obligations
                  under the Indenture and the Securities, to the extent
                  permitted by law.

                  Section 115. NO RECOURSE AGAINST OTHERS.

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

                  (C)      By amending clause (e) in Section 101 to insert the
                           phrase ", in cash" after the phrase "U.S. dollars".

                  (D)      By amending Article V by:

                           (a)      deleting in Section 502 ("Acceleration of
                                    Maturity; Rescission and Annulment") in the
                                    first paragraph the phrase "If an Event of
                                    Default" and replacing it with the phrase
                                    "If an Event of Default (other than an Event



                                      -4-


                                    of Default specified in Sections 501(6) or
                                    501(7) involving the Company,"

                           (b)      deleting in Section 502 in the first
                                    paragraph the phrase "25% in principal
                                    amount" and replacing it with the phrase
                                    "25% in aggregate Principal Amount at
                                    Maturity",

                           (c)      deleting in Section 502 in the first
                                    paragraph the phrase "may declare the
                                    principal amount" and replacing it with the
                                    phrase "may declare an amount equal to the
                                    Issue Price of the Securities plus the
                                    accrued Original Issue Discount through and
                                    including the date of such declaration",

                           (d)      adding in Section 502 at the end of the
                                    first paragraph the sentence, "In the case
                                    of an Event of Default specified in Sections
                                    501(6) or 501(7) involving the Company, the
                                    Issue Price of the Securities plus the
                                    accrued Original Issue Discount accreted
                                    thereon through and including the date of
                                    the occurrence of such event shall
                                    automatically become and be immediately due
                                    and payable.",

                           (e)      deleting in Section 502 in the second
                                    paragraph the phrase "principal amount" and
                                    replacing it with the words "aggregate
                                    Principal Amount at Maturity",

                           (f)      deleting in clause 502(1)(B) the phrase "the
                                    principal of" and replacing it with the
                                    phrase "the Issue Price of the Securities
                                    plus the accrued Original Issue Discount of"
                                    and

                           (g)      deleting in Sections 507(2), 507(5), 512 and
                                    513 the phrase "principal amount" and
                                    replacing it with the phrase "aggregate
                                    Principal Amount at Maturity".

                  (E)      By amending Section 902 ("Supplemental Indentures
                           with Consent of Holders") by replacing in clause (1)
                           the words "conversion provisions," with the words
                           "conversion provisions or rights to require the
                           Company to purchase a Security," replacing in clause
                           (3) the "." with ", or" and adding clauses (4),
                           (5)and (6) as follows:

                           (4)      make any change in the manner of calculation
                                    or rate of accrual of Original Issue
                                    Discount on any Security or extend the time
                                    for payment of Original Issue Discount, or



                                      -5-


                           (5)      reduce the redemption price or change in
                                    control purchase price of any Security, or

                           (6)      make any change that adversely affects the
                                    right of a Holder to receive Common Stock
                                    upon surrendering a Security for conversion,
                                    or

                           (7)      make any change that adversely affects the
                                    right of a Holder to require the Company to
                                    purchase a Security.

                  (F)      By amending Section 1007 ("Additional Amounts") by

                           (a)      in the second paragraph, replacing the words
                                    "All payments made" with the words "All
                                    payments, whether in cash, Common Stock or
                                    otherwise, made" and

                           (b)      In the fourth paragraph, deleting the phrase
                                    "the payment of the principal, premium, if
                                    any, or interest" and replacing it with the
                                    phrase "the payment of the principal,
                                    premium, if any, interest, Issue Price or
                                    accrued Original Issue Discount".

                  (G)      By adding the following Sections to Article 10:

                  Section 1008. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                           The Company shall file with the Internal Revenue
                  Service, the Trustee and non-corporate U.S. Holders promptly
                  after the end of each calendar year (i) a written notice
                  specifying the amount of Original Issue Discount (including
                  daily rates and accrual periods) accrued on outstanding
                  Securities as of the end of such year and (ii) such other
                  specific information relating to such Original Issue Discount
                  as may then be relevant under the Internal Revenue Code of
                  1986, as amended from time to time.

                  (H)      By amending the following Sections of Article 11:

                  (1)      Section 1103 ("Selection by Trustee of Securities to
                           be Redeemed") is hereby amended by adding the
                           following new fourth paragraph: "If any Security
                           selected for partial redemption is converted in part
                           before termination of the conversion right with
                           respect to the portion of the Security so selected,
                           the converted portion of such Security shall be
                           deemed (so far as may be) to be the portion selected
                           for redemption. Securities which have been converted



                                      -6-


                           during a selection of Securities to be redeemed may
                           be treated by the Trustee as outstanding for the
                           purpose of such selection."

                  (2)      Section 1104 ("Notice of Redemption") is hereby
                           amended by replacing the "30" in the first paragraph
                           with "15", replacing in two places in clause (4) the
                           words "principal amount" with "Principal Amount at
                           Maturity", deleting the word "and" in clause (7),
                           replacing the "." with a "," in clause (8) and adding
                           the following clauses (9), (10), (11), (12) and (13):

                           (9)      the Conversion Rate,

                           (10)     the name and address of the Paying Agent and
                                    the Conversion Agent,

                           (11)     that Securities called for redemption may be
                                    converted at any time before the close of
                                    business on the date that is two Business
                                    Days prior to the Redemption Date,

                           (12)     that Holders who want to convert Securities
                                    must satisfy the requirements set forth in
                                    the Securities and the Indenture, and

                           (13)     that, unless the Company defaults in making
                                    payment of such Redemption Price, Original
                                    Issue Discount on Securities called for
                                    redemption will cease to accrue on and after
                                    the Redemption Date.

                  (3)      Section 1106 ("Securities Payable on Redemption
                           Date") shall be amended by adding to the end of the
                           first sentence the phrase "; provided, however, that
                           Securities which are converted in accordance with the
                           terms of this Indenture shall not be due and payable
                           on the Redemption Date." and replacing the word
                           "bear" wherever it appears in Section 1106 with the
                           phrase "bear or accrue".

                  (4)      Section 1108 ("Right of Redemption") shall be amended
                           by deleting the phrase "at a redemption price equal
                           to 100% of the principal amount plus accrued interest
                           to the date fixed for redemption" and replacing such
                           phrase with the words "at a redemption price equal to
                           the Issue Price of the Securities plus the accrued
                           Original Issue Discount on the Securities accrued
                           through and including the date fixed for redemption".

                  (I)      By adding the following Sections to Article 11:



                                      -7-


                  Section 1109. REDEMPTION OF THE CONVERTIBLE NOTES AT THE
                                OPTION OF THE COMPANY.

                           The Company, at its option, may redeem the Securities
                  during the time period specified by and in accordance with the
                  provisions of paragraph 5 of the Securities. Securities or
                  portions of Securities called for redemption pursuant to this
                  provision will be convertible by the Holder until the close of
                  business on the second Business Day prior to the Redemption
                  Date. Notwithstanding anything stated herein to the contrary,
                  payment of the principal amount at final Maturity shall not be
                  deemed a redemption and at final Maturity the Company must pay
                  the principal amount of the Securities in cash and not in
                  shares of the Company's Common Stock.

                  Section 1110. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

                           (a) General. At the option of the Holder thereof,
                  Securities shall be purchased by the Company pursuant to
                  paragraph 6 of the Securities on May 18, 2004, May 18, 2009
                  and May 18, 2014 (each, a "Purchase Date") at the purchase
                  prices set forth below (each, a "Purchase Price", as
                  applicable):



                                      -8-



                  PURCHASE PRICE PER $1,000 OF CONVERTIBLE NOTES

                     PURCHASE DATE                    PURCHASE PRICE
                     -------------                    --------------
                     May 18, 2004                          $450.20
                     May 18, 2009                          $569.31
                     May 18, 2014                          $719.92

                  Purchases of Securities hereunder shall be made, at the option
         of the Holder thereof, upon:

                  (1)      delivery to the Paying Agent by the Holder of a
                           written notice of purchase (a "Purchase Notice") at
                           any time from the opening of business on the date
                           that is at least 20 Business Days prior to a Purchase
                           Date until the close of business on the third
                           Business Day prior to such Purchase Date stating:

                           (A)      the certificate numbers of the Securities
                                    which the Holder will deliver to be
                                    purchased,

                           (B)      the portion of the Principal Amount at
                                    Maturity of the Securities which the Holder
                                    will deliver to be purchased, which portion
                                    must be in Principal Amounts at Maturity of
                                    $1,000 or an integral multiple thereof,

                           (C)      that such Securities shall be purchased as
                                    of the Purchase Date pursuant to the terms
                                    and conditions specified in paragraph 6 of
                                    the Securities and in this Indenture, and

                           (D)      that in the event the Company elects,
                                    pursuant to the Indenture to pay the
                                    Purchase Price to be paid on May 18, 2004,
                                    May 18, 2009 or May 18, 2014, in whole or in
                                    part, in Common Stock but such portion of
                                    the Purchase Price shall ultimately be
                                    payable to such Holder entirely in cash
                                    because any of the conditions to payment of
                                    the Purchase Price or portion of the
                                    Purchase Price in Common Stock is not
                                    satisfied prior to the close of business on
                                    May 18, 2004, May 18, 2009 or May 18, 2014,
                                    as the case may be and as set forth in
                                    Section 1110(d), whether such Holder elects
                                    (i) to withdraw such Purchase Notice as to
                                    some or all of the Securities to which such
                                    Purchase Notice relates (stating the



                                      -9-


                                    Principal Amount at Maturity and certificate
                                    numbers, if any, of the Securities as to
                                    which such withdrawal shall relate), or (ii)
                                    to receive cash in respect of the entire
                                    Purchase Price for all Securities (or
                                    portions thereof) to which such Purchase
                                    Notice relates; and

                  (2)      delivery of such Security to the Paying Agent prior
                           to, on or after the Purchase Date (together with all
                           necessary endorsements) at the offices of the Paying
                           Agent, such delivery being a condition to receipt by
                           the Holder of the Purchase Price therefor; provided,
                           however, that such Purchase Price shall be so paid
                           pursuant to this Section 1110 only if the Security so
                           delivered to the Paying Agent shall conform in all
                           respects to the description thereof in the related
                           Purchase Notice, as determined by the Company.

                  If a Holder, in such Holder's Purchase Notice and in any
         written notice of withdrawal delivered by such Holder pursuant to the
         terms of Section 1112, fails to indicate such Holder's choice with
         respect to the election set forth in clause (D) of Section 1110(a)(1),
         such Holder shall be deemed to have elected to receive cash in respect
         of the entire Purchase Price for all Securities subject to such
         Purchase Notice in the circumstances set forth in such clause (D).

                  The Company shall purchase from the Holder thereof, pursuant
         to this Section 1110, a portion of a Security if the Principal Amount
         at Maturity of such portion is $1,000 or an integral multiple of
         $1,000. Provisions of this Indenture that apply to the purchase of all
         of a Security also apply to the purchase of such portion of such
         Security.

                  Any purchase by the Company contemplated pursuant to the
         provisions of this Section 1110 shall be consummated by the delivery of
         the consideration to be received by the Holder promptly following the
         later of the Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
         delivering to the Paying Agent the Purchase Notice contemplated by this
         Section 1110(a) shall have the right to withdraw such Purchase Notice
         at any time prior to the close of business on the Purchase Date by



                                      -10-


         delivery of a written notice of withdrawal to the Paying Agent in
         accordance with Section 1112.

                           The Paying Agent shall promptly notify the Company of
                  the receipt by it of any Purchase Notice or written notice of
                  withdrawal thereof.

                           (b) Company's Right to Elect Manner of Payment of
                  Purchase Price for Payment on May 18, 2004, May 18, 2009 or
                  May 18, 2014. The Securities to be purchased on May 18, 2004,
                  May 18, 2009 or May 18, 2014 pursuant to Section 1110(a) may
                  be paid for, at the election of the Company, in U.S. legal
                  tender ("cash") or Common Stock or in any combination of cash
                  and Common Stock subject to the conditions set forth in
                  Sections 1110(c) and (d). The Company shall designate, in the
                  Company Notice delivered pursuant to Section 1110(e), whether
                  the Company will purchase the Securities for cash or Common
                  Stock, or, if a combination thereof, the percentages of the
                  Purchase Price of Securities in respect of which it will pay
                  in cash or Common Stock; provided that the Company will pay
                  cash in lieu of fractional interests in Common Stock. For
                  purposes of determining the existence of potential fractional
                  interests, all Securities subject to purchase by the Company
                  held by a Holder shall be considered together (no matter how
                  many separate certificates are to be presented). Each Holder
                  whose Securities are purchased pursuant to this Section 1110
                  shall receive the same percentage of cash or Common Stock in
                  payment of the Purchase Price for such Securities, except (i)
                  as provided in Section 1110(d) with regard to the payment of
                  cash in lieu of fractional shares of Common Stock and (ii) in
                  the event that the Company is unable to purchase the
                  Securities of a Holder or Holders for Common Stock because any
                  necessary qualifications or registrations of the Common Stock
                  under applicable securities laws cannot be obtained, the
                  Company may purchase the Securities of such Holder or Holders
                  for cash. The Company may not change its election with respect
                  to the consideration (or components or percentages of
                  components thereof) to be paid once the Company has given its
                  Company Notice to Securityholders except pursuant to Section
                  1110(d) in the event of a failure to satisfy, prior to the
                  close of business on the Purchase Date, any condition to the
                  payment of the Purchase Price, in whole or in part, in Common
                  Stock.

                           At least three Business Days before each Company
                  Notice Date, the Company shall deliver an Officers'
                  Certificate to the Trustee specifying:

                                    (i) if the Purchase Date is May 18, 2004,
                           May 18, 2009 or May 18, 2014, the manner of payment
                           selected by the Company,


                                      -11-



                                    (ii) the information required by Section
                           1110(e),

                                    (iii) if the Purchase Date is May 18, 2004,
                           May 18, 2009 or May 18, 2014, if the Company elects
                           to pay the Purchase Price, or a specified percentage
                           thereof, in Common Stock, that the conditions to such
                           manner of payment set forth in Section 1110(d) have
                           been or will be complied with, and

                                    (iv) whether the Company desires the Trustee
                           to give the Company Notice required by Section
                           1110(e).

                           (c) Purchase with Cash. On May 18, 2004, May 18, 2009
                  and May 18, 2014, at the option of the Company, the Purchase
                  Price of Securities in respect of which a Purchase Notice
                  pursuant to Section 1110(a) has been given, or a specified
                  percentage thereof, may be paid by the Company with cash equal
                  to the aggregate Purchase Price of such Securities or in
                  Common Stock pursuant to clause 1110(d). The Company Notice,
                  as provided in Section 1110(e), shall be sent to all Holders
                  at their addresses shown in the Security Register of the
                  Security Registrar (and to beneficial owners as required by
                  applicable law) not less than 20 Business Days prior to such
                  Purchase Date (the "Company Notice Date").

                           (d) Payment by Issuance of Common Stock. On May 18,
                  2004, May 18, 2009 and May 18, 2014, at the option of the
                  Company, the Purchase Price of Securities in respect of which
                  a Purchase Notice pursuant to Section 1110(a) has been given,
                  or a specified percentage thereof, may be paid by the Company
                  by the issuance of a number of shares of Common Stock equal to
                  the quotient obtained by dividing (i) the amount of cash to
                  which the Securityholders would have been entitled had the
                  Company elected to pay all or such specified percentage, as
                  the case may be, of the Purchase Price of such Securities in
                  cash by (ii) the Market Price of a share of Common Stock,
                  subject to the next succeeding paragraph.

                           The Company will not issue a fractional share of
                  Common Stock in payment of the Purchase Price. Instead the
                  Company will pay cash for the current market value of the
                  fractional share. The current market value of a fraction of a
                  share shall be determined by multiplying the Market Price by
                  such fraction and rounding the product to the nearest whole
                  cent. It is understood that if a Holder elects to have more
                  than one Security purchased, the number of shares of Common
                  Stock shall be based on the aggregate amount of Securities to
                  be purchased.



                                      -12-


                           If the Company elects to purchase the Securities by
                  the issuance of Common Stock on May 18, 2004, May 18, 2009 or
                  May 18, 2014, the Company Notice, as provided in Section
                  1110(e), shall be sent to the Holders (and to beneficial
                  owners as required by applicable law) not later than the
                  Company Notice Date.

                           The Company's right to exercise its election to
                  purchase Securities on May 18, 2004, May 18, 2009 or May 18,
                  2014 through the issuance of Common Stock shall be conditioned
                  upon:

                                    (i) prior to issuance of the Common Stock,
                           listing such Common Stock on the principal United
                           States securities exchange on which the Company's
                           Common Stock is then listed or, if not so listed, on
                           the Nasdaq National Market or their reasonable
                           equivalent in the United States;

                                    (ii) the Company's not having given its
                           Company Notice of an election to pay entirely in cash
                           and its giving of timely Company Notice of election
                           to purchase all or a specified percentage of the
                           Securities with Common Stock as provided herein;

                                    (iii) the registration of such Common Stock
                           under the Securities Act of 1933, as amended, and the
                           Exchange Act, in each case, if required;

                                    (iv) any necessary qualification or
                           registration under applicable securities laws or the
                           availability of an exemption from such qualification
                           and registration; and

                                    (v) the receipt by the Trustee of an
                           Officers' Certificate and an Opinion of Counsel each
                           stating that (A) the terms of the issuance of the
                           Common Stock are in conformity with this Indenture
                           and (B) the Common Stock to be issued by the Company
                           in payment of the Purchase Price in respect of
                           Securities has been duly authorized and, when issued
                           and delivered pursuant to the terms of this Indenture
                           in payment of the Purchase Price in respect of the
                           Securities, will be validly issued, fully paid and
                           non-assessable and, to the best of such counsel's
                           knowledge, free from preemptive rights, and, in the
                           case of such Officers' Certificate, stating that the



                                      -13-


                           conditions (i) through (iv) above and the condition
                           set forth in the second succeeding sentence have been
                           satisfied and, in the case of such Opinion of
                           Counsel, stating that the conditions (i) and (iii)
                           above has been satisfied.

                           Such Officers' Certificate shall also set forth the
                  number of shares of Common Stock to be issued for each $1,000
                  principal amount at Maturity of Securities and the Sale Price
                  of a share of Common Stock on each trading day during the
                  period commencing on the first trading day of the period
                  during which the Market Price is calculated and ending on May
                  18, 2004, May 18, 2009 or May 18, 2014, as the case may be.
                  The Company may pay the Purchase Price (or any portion
                  thereof) in Common Stock only if the information necessary to
                  calculate the Market Price is published in a daily newspaper
                  of national circulation in the United States. If the foregoing
                  conditions are not satisfied with respect to a Holder or
                  Holders prior to the close of business on the Purchase Date
                  whether or not the Company has elected to purchase the
                  Securities pursuant to this Section 1110 through the issuance
                  of Common Stock, the Company shall pay the entire Purchase
                  Price of the Securities of such Holder or Holders in cash.

                           The "Market Price" of the Common Stock means the
                  average of the Sale Prices of the Common Stock for the five
                  trading day period ending on the third Business Day prior to
                  the applicable Purchase Date (if the third Business Day prior
                  to the applicable Purchase Date is a trading day or, if not,
                  then on the last trading day prior thereto), appropriately
                  adjusted to take into account the occurrence, during the
                  period commencing on the first of such trading days during
                  such five trading day period and ending on such Purchase Date,
                  of any event described in Sections 1306, 1307 or 1308;
                  subject, however, to the conditions set forth in Sections 1309
                  and 1310.

                           The "Sale Price" of the Common Stock on any date
                  means the closing per share sale price (or, if no closing sale
                  price is reported, the average of the bid and ask prices or,
                  if more than one in either case, the average of the average
                  bid and average ask prices) on such date as reported in the
                  composite transactions for the principal United States
                  securities exchange on which the Common Stock is traded or, if
                  the Common Stock is not listed on a United States national or
                  regional securities exchange, as reported by the National
                  Association of Securities Dealers Automated Quotation System
                  or the reasonable United States equivalent.

                           Upon determination of the actual number of shares of
                  Common Stock to be issued for each $1,000 principal amount at
                  Maturity of Securities, the Company will issue a press release
                  in a commercially reasonable manner describing such



                                      -14-


                  determination and will publish such determination on the
                  Company's Web site on the World Wide Web or a reasonable
                  equivalent.

                           (e) Notice of Election. In connection with any
                  purchase of Securities pursuant to paragraph 6 of the
                  Securities, the Company shall give notice to Holders setting
                  forth information specified in this Section 1110(e) (the
                  "Company Notice").

                           In the event the Company has elected to pay the
                  Purchase Price (or a specified percentage thereof) with Common
                  Stock on May 18, 2004, May 18, 2009 or May 18, 2014, the
                  Company Notice shall:

                           (1)      state that each Holder will receive Common
                                    Stock with a Market Price determined as of a
                                    specified date prior to the Purchase Date
                                    equal to such specified percentage of the
                                    Purchase Price of the Securities held by
                                    such Holder (except any cash amount to be
                                    paid in lieu of fractional shares);

                           (2)      set forth the method of calculating the
                                    Market Price of the Common Stock; and

                           (3)      state that because the Market Price of
                                    Common Stock will be determined prior to the
                                    Purchase Date, Holders will bear the market
                                    risk with respect to the value of the Common
                                    Stock to be received from the date such
                                    Market Price is determined to the Purchase
                                    Date.

                           In any case, each Company Notice shall include a form
                  of Purchase Notice to be completed by a Securityholder and
                  shall state:

                                    (i) the Purchase Price and the Conversion
                           Rate;

                                    (ii) the name and address of the Paying
                           Agent and the Conversion Agent;

                                    (iii) that Securities as to which a Purchase
                           Notice has been given may be converted if they are
                           otherwise convertible only in accordance with Article
                           13 of the Indenture and the Securities if the
                           applicable Purchase Notice has been withdrawn in
                           accordance with the terms of this Indenture;

                                    (iv) that Securities must be surrendered to
                           the Paying Agent to collect payment;



                                      -15-


                                    (v) that the Purchase Price for any security
                           as to which a Purchase Notice has been given and not
                           withdrawn will be paid promptly following the later
                           of the Purchase Date and the time of surrender of
                           such Security as described in Section 1110(b)(iv);

                                    (vi) the procedures the Holder must follow
                           to exercise rights under Section 1110 and a brief
                           description of those rights;

                                    (vii) briefly, the conversion rights of the
                           Securities;

                                    (viii) the procedures for withdrawing a
                           Purchase Notice (including, without limitation, for a
                           conditional withdrawal pursuant to the terms of
                           Section 1110(a)(1)(D) or Section 1112);

                                    (ix) that, unless the Company defaults in
                           making payment on Securities for which a Purchase
                           Notice has been submitted, Original Issue Discount on
                           such Securities will cease to accrue on and after the
                           Purchase Date;

                                    (x) the CUSIP number of the Securities; and

                                    (xi) any additional information which the
                           Company wishes to provide.

                           At the Company's request, the Trustee shall give such
                  Company Notice in the Company's name and at the Company's
                  expense; provided, however, that, in all cases, the text of
                  such Company Notice shall be prepared by the Company.

                           (f) Covenants of the Company. All shares of Common
                  Stock delivered upon purchase of the Securities shall be newly
                  issued shares or treasury shares, shall be duly authorized,
                  validly issued, fully paid and nonassessable, and shall be
                  free from preemptive rights and free of any lien or adverse
                  claim. The Company shall list or have quoted any Common Stock
                  to be issued to purchase Securities on each securities
                  exchange or over-the-counter or other market on which the
                  Company's outstanding Common Stock is then listed or quoted.

                           (g) Procedure upon Purchase. The Company shall
                  deposit cash (in respect of cash purchases under Section 1110
                  or for fractional interests, as applicable) or Common Stock,
                  or a combination thereof, as applicable, at the time and in
                  the manner as provided in Section 1113, sufficient to pay the



                                      -16-


                  aggregate Purchase Price of all Securities to be purchased
                  pursuant to this Section 1110. As soon as practicable after
                  the Purchase Date, the Company shall cause to be delivered to
                  each Holder entitled to receive Common Stock through the
                  Paying Agent, a certificate for the number of full shares of
                  Common Stock issuable in payment of the Purchase Price and
                  cash in lieu of any fractional interests. The person in whose
                  name the certificate for Common Stock is registered shall be
                  treated as a holder of record of Common Stock on the Business
                  Day following the Purchase Date. Subject to Section 1110, no
                  payment or adjustment will be made for dividends on the Common
                  Stock the record date for which occurred on or prior to the
                  Purchase Date.

                           (h) Taxes. If a Holder of a Security purchased on May
                  18, 2004, May 18, 2009 or May 18, 2014 is paid in Common
                  Stock, the Company shall pay any documentary, stamp or similar
                  issue or transfer tax due on such issue of Common Stock.
                  However, the Holder shall pay any such tax which is due
                  because the Holder requests the Common Stock to be issued in a
                  name other than the Holder's name. The Paying Agent may refuse
                  to deliver the certificates representing the Common Stock
                  being issued in a name other than the Holder's name until the
                  Paying Agent receives a sum sufficient to pay any tax which
                  will be due because the Common Stock is to be issued in a name
                  other than the Holder's name. Nothing herein shall preclude
                  any income tax withholding required by law or regulations.
                  Nothing in this Section 1110(h) shall be deemed to limit the
                  provisions of Section 1007 and, in the event of a conflict
                  between such sections, the provisions of Section 1007 shall
                  govern.

                  Section 1111. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER
                                UPON CHANGE IN CONTROL.

                           (a) If on or prior to May 18, 2004 there shall have
                  occurred a Change in Control, Securities shall be purchased by
                  the Company, at the option of the Holder thereof, at a
                  purchase price in cash specified in paragraph 6 of the
                  Securities (the "Change in Control Purchase Price"), as of a
                  date that is no later than 35 Business Days after the
                  occurrence of the Change in Control (the "Change in Control
                  Purchase Date") and no earlier than the Change in Control,
                  subject to satisfaction by or on behalf of the Holder of the
                  requirements set forth in Section 1111(c).

                           A "Change in Control" shall be deemed to have
                  occurred at such time as either of the following events shall
                  occur:



                                      -17-


                                    (i) There shall be consummated any share
                           exchange, consolidation or merger of the Company
                           pursuant to which the Common Stock would be converted
                           into cash, securities or other property, in each case
                           other than a share exchange, consolidation or merger
                           of the Company in which the holders of the Common
                           Stock immediately prior to the share exchange,
                           consolidation or merger have, directly or indirectly,
                           at least a majority of the total voting power in the
                           aggregate of all classes of Capital Stock of the
                           continuing or surviving corporation immediately after
                           the share exchange, consolidation or merger; or

                                    (ii) Any person (for the purposes of this
                           Section 1111 only, as the term "person" is used in
                           Section 13(d)(3) or Section 14(d)(2) of the Exchange
                           Act), including its Affiliates and Associates, other
                           than the Company, its Subsidiaries or any Permitted
                           Holder, files a Schedule TO (or any successor
                           schedule, form or report under the Exchange Act) or
                           other report, including a Schedule 13D (or any
                           successor schedule, form or report under the Exchange
                           Act) disclosing that such person has become the
                           direct or indirect beneficial owner (as the term
                           "beneficial owner" is defined under Rule 13d-3 or any
                           successor rule or regulation promulgated under the
                           Exchange Act) of 50% or more of the voting power of
                           the Common Stock then outstanding or other Capital
                           Stock into which the Company's Common Stock is
                           reclassified or changed.

                           "Permitted Holder" means Cruise Associates, a
                  Bahamian General Partnership, and A Wilhemsen AS., a Norwegian
                  Corporation or any "person" (as such term is used on Section
                  13(d) or 14(d) of the Exchange Act), directly or indirectly,
                  controlling, controlled by, or under common control with
                  either or both of Cruise Associates or A. Wilhemsen AS.

                           The provisions of this Section 1111 will apply
                  notwithstanding the Company's failure to comply with the
                  provisions of Article 8 or any other provision hereof.

                           "Associate" shall have the meaning ascribed to such
                  term in Rule 12b-2 of the General Rules and Regulations under
                  the Exchange Act, as in effect on the date hereof.

                           (b) At any time prior to or after a proposed Change
                  in Control but no later than 15 Business Days after the
                  occurrence of a Change in Control, the Company shall mail a
                  written notice of the Change in Control by first- class mail



                                      -18-


                  to the Trustee and to each Holder at their addresses shown in
                  the Security Register of the Security Registrar (and to
                  beneficial owners as required by applicable law). The notice
                  shall include a form of Change in Control Purchase Notice to
                  be completed by the Securityholder and shall state:

                           (1)      briefly, the events causing a Change in
                                    Control and the date of such Change in
                                    Control;

                           (2)      the date by which the Change in Control
                                    Purchase Notice pursuant to this Section
                                    1111 must be delivered to the Paying Agent
                                    and other persons;

                           (3)      the Change in Control Purchase Price;

                           (4)      the Change in Control Purchase Date (which
                                    may not be prior to, but may be simultaneous
                                    with, the consummation of the transactions
                                    underlying the Change of Control);

                           (5)      the name and address of the Paying Agent and
                                    the Conversion Agent;

                           (6)      the Conversion Rate and any adjustments
                                    thereto;

                           (7)      that Securities as to which a Change in
                                    Control Purchase Notice has been given may
                                    be converted if they are otherwise
                                    convertible pursuant to Article 13 hereof
                                    only if the Change in Control Purchase
                                    Notice has been withdrawn in accordance with
                                    the terms of this Indenture;

                           (8)      that Securities must be surrendered to the
                                    Paying Agent to collect payment;

                           (9)      that the Change in Control Purchase Price
                                    for any Security as to which a Change in
                                    Control Purchase Notice has been duly given
                                    and not withdrawn will be paid promptly
                                    following the later of the Change in Control
                                    Purchase Date and the time of surrender of
                                    such Security as described in Section
                                    1111(b)(8);

                           (10)     briefly, the procedures the Holder must
                                    follow to exercise rights under this Section
                                    1111;

                           (11)     briefly, the conversion rights, if any, of
                                    the Securities before and after the
                                    transaction;



                                      -19-


                           (12)     the procedures for withdrawing a Change in
                                    Control Purchase Notice;

                           (13)     that, unless the Company defaults in making
                                    payment of such Change in Control Purchase
                                    Price, Original Issue Discount on Securities
                                    surrendered for purchase by the Company will
                                    cease to accrue on and after the Change in
                                    Control Purchase Date; and

                           (14)     the CUSIP number of the Securities.

                           (c) A Holder may exercise its rights specified in
                  Section 1111(a) upon delivery of a written notice of purchase
                  (a "Change in Control Purchase Notice") to the Paying Agent at
                  any time prior to the close of business on the third Business
                  Day prior to the Change in Control Purchase Date, stating:

                           (1)      the certificate number of the Security which
                                    the Holder will deliver to be purchased;

                           (2)      the portion of the principal amount at
                                    Maturity of the Security which the Holder
                                    will deliver to be purchased, which portion
                                    must be $1,000 or an integral multiple
                                    thereof; and

                           (3)      that such Security shall be purchased
                                    pursuant to the terms and conditions
                                    specified in paragraph 6 of the Securities.

                           The delivery of such Security to the Paying Agent
                  prior to, on or after the Change in Control Purchase Date
                  (together with all necessary endorsements) at the offices of
                  the Paying Agent shall be a condition to the receipt by the
                  Holder of the Change in Control Purchase Price therefor;
                  provided, however, that such Change in Control Purchase Price
                  shall be so paid pursuant to this Section 1111 only if the
                  Security so delivered to the Paying Agent shall conform in all
                  respects to the description thereof set forth in the related
                  Change in Control Purchase Notice.

                           The Company shall purchase from the Holder thereof,
                  pursuant to this Section 1111, a portion of a Security if the
                  principal amount at Maturity of such portion is $1,000 or an
                  integral multiple of $1,000. Provisions of this Indenture that
                  apply to the purchase of all of a Security also apply to the
                  purchase of such portion of such Security.




                                      -20-


                           Any purchase by the Company contemplated pursuant to
                  the provisions of this Section 1111 shall be consummated by
                  the delivery of the consideration to be received by the Holder
                  promptly following the later of the Change in Control Purchase
                  Date and the time of delivery of the Security to the Paying
                  Agent in accordance with this Section 1111.

                           Notwithstanding anything herein to the contrary, any
                  Holder delivering to the Paying Agent the Change in Control
                  Purchase Notice contemplated by this Section 1111(c) shall
                  have the right to withdraw such Change in Control Purchase
                  Notice at any time prior to the close of business on the
                  Change in Control Purchase Date by delivery of a written
                  notice of withdrawal to the Paying Agent in accordance with
                  Section 1112.

                           The Paying Agent shall promptly notify the Company of
                  the receipt by it of any Change in Control Purchase Notice or
                  written withdrawal thereof.

                  Section 1112. EFFECT OF PURCHASE NOTICE OR CHANGE IN CONTROL
                                PURCHASE NOTICE.

                           Upon receipt by the Paying Agent of the Purchase
                  Notice or Change in Control Purchase Notice specified in
                  Section 1110(a) or Section 1111(c), as applicable, the Holder
                  of the Security in respect of which such Purchase Notice or
                  Change in Control Purchase Notice, as the case may be, was
                  given shall (unless such Purchase Notice or Change in Control
                  Purchase Notice is withdrawn in accordance with the procedures
                  set forth in the following two paragraphs) thereafter be
                  entitled to receive solely the Purchase Price or Change in
                  Control Purchase Price, as the case may be, with respect to
                  such Security. Such Purchase Price or Change in Control
                  Purchase Price shall be paid to such Holder, subject to
                  receipts of funds and/or securities by the Paying Agent,
                  promptly following the later of (x) the Purchase Date or the
                  Change in Control Purchase Date, as the case may be, with
                  respect to such Security (provided the conditions in Section
                  1110(a) or Section 1111(c), as applicable, have been
                  satisfied) and (y) the time of delivery of such Security to
                  the Paying Agent by the Holder thereof in the manner required
                  by Section 1110(a) or Section 1111(c), as applicable.
                  Securities in respect of which a Purchase Notice or Change in



                                      -21-


                  Control Purchase Notice, as the case may be, has been given by
                  the Holder thereof may not be converted pursuant to Article 13
                  hereof on or after the date of the delivery of such Purchase
                  Notice or Change in Control Purchase Notice, as the case may
                  be, unless such Purchase Notice or Change in Control Purchase
                  Notice, as the case may be, has first been validly withdrawn
                  as specified in the following two paragraphs.

                           A Purchase Notice or Change in Control Purchase
                  Notice, as the case may be, may be withdrawn by means of a
                  written notice of withdrawal delivered to the office of the
                  Paying Agent in accordance with the Purchase Notice or Change
                  in Control Purchase Notice, as the case may be, at any time
                  prior to the close of business on the Purchase Date or the
                  Change in Control Purchase Date, as the case may be,
                  specifying:

                           (1)      the certificate number, if any, of the
                                    Security in respect of which such notice of
                                    withdrawal is being submitted,

                           (2)      the principal amount at Maturity of the
                                    Security with respect to which such notice
                                    of withdrawal is being submitted, and

                           (3)      the principal amount at Maturity, if any, of
                                    such Securities which remains subject to the
                                    original Purchase Notice or Change in
                                    Control Purchase Notice, as the case may be,
                                    and which has been or will be delivered for
                                    purchase by the Company.

                           A written notice of withdrawal of a Purchase Notice
                  may be in the form set forth in the preceding paragraph or may
                  be in the form of (i) a conditional withdrawal contained in a
                  Purchase Notice pursuant to the terms of Section 1110(a)(1)(D)
                  or (ii) a conditional withdrawal containing the information
                  set forth in Section 1110(a)(1)(D) and the preceding paragraph
                  and contained in a written notice of withdrawal delivered to
                  the Paying Agent as set forth in the preceding paragraph.

                           There shall be no purchase of any Securities pursuant
                  to Section 1110 or 1111 if there has occurred (prior to, on or
                  after, as the case may be, the giving, by the Holders of such
                  Securities, of the required Purchase Notice or Change in
                  Control Purchase Notice, as the case may be) and is continuing
                  an Event of Default (other than a default in the payment of
                  the Purchase Price or Change in Control Purchase Price, as the
                  case may be, with respect to such Securities). The Paying
                  Agent will promptly return to the respective Holders thereof
                  any Securities (x) with respect to which a Purchase Notice or
                  Change in Control Purchase Notice, as the case may be, has
                  been withdrawn in compliance with this Indenture, or (y) held



                                      -22-


                  by it during the continuance of an Event of Default (other
                  than a default in the payment of the Purchase Price or Change
                  in Control Purchase Price, as the case may be, with respect to
                  such Securities) in which case, upon such return, the Purchase
                  Notice or Change in Control Purchase Notice with respect
                  thereto shall be deemed to have been withdrawn.

                  Section 1113. DEPOSIT OF PURCHASE PRICE OR CHANGE IN CONTROL
                                PURCHASE PRICE.

                           Prior to 10:00 a.m. (local time in the City of New
                  York) on the Business Day following the Purchase Date or the
                  Change in Control Purchase Date, as the case may be, the
                  Company shall deposit with the Trustee or with the Paying
                  Agent (or, if the Company or a Subsidiary or an Affiliate of
                  either of them is acting as the Paying Agent, shall segregate
                  and hold in trust as provided in Section 606 an amount of
                  money (in immediately available funds if deposited on such
                  Business Day) or Common Stock, if permitted hereunder,
                  sufficient to pay the aggregate Purchase Price or Change in
                  Control Purchase Price, as the case may be, of all the
                  Securities or portions thereof which are to be purchased as of
                  the Purchase Date or Change in Control Purchase Date, as the
                  case may be.

                           If the Paying Agent holds money (or, in the case of
                  the Purchase Price, securities) sufficient to pay the Purchase
                  Price or Change in Control Purchase Price, as the case may be,
                  on the Business Day following the Purchase Date or the Change
                  in Control Purchase Date, in accordance with the terms hereof,
                  then immediately after such Purchase Date or Change in Control
                  Purchase Date, as the case may be, the Security will cease to
                  be Outstanding and Original Issue Discount on such surrendered
                  Securities will cease to accrue, whether or not the Securities
                  is delivered to the Paying Agent. Thereafter, all other rights
                  of the Holder shall terminate, other than the right to receive
                  the Purchase Price or Change in Control Purchase Price, as the
                  case may be, upon delivery of the Securities.

                  Section 1114. SECURITIES PURCHASED IN PART.

                           Any Security which is to be purchased only in part
                  shall be surrendered at the office of the Paying Agent (with,
                  if the Company or the Trustee so requires, due endorsement by,
                  or a written instrument of transfer in form satisfactory to
                  the Company and the Trustee duly executed by, the Holder
                  thereof or such Holder's attorney duly authorized in writing)
                  and the Company shall execute and the Trustee shall
                  authenticate and deliver to the Holder of such Security,



                                      -23-


                  without service charge, a new Security or Securities, of any
                  authorized denomination as requested by such Holder in
                  aggregate principal amount at Maturity equal to, and in
                  exchange for, the portion of the principal amount at Maturity
                  of the Security so surrendered which is not purchased.

                  Section 1115. COVENANT TO COMPLY WITH SECURITIES LAWS UPON
                                PURCHASE OF SECURITIES.

                           The Company shall to the extent applicable (i) comply
                  with the provisions of Rule 13e-4, Rule 14e-1 and any other
                  tender offer rules under the Exchange Act which may then be
                  applicable, (ii) file the related Schedule TO (or any
                  successor schedule, form or report) or any other required
                  schedule under the Exchange Act, and (iii) otherwise comply
                  with all applicable securities laws so as to permit the rights
                  and obligations under Sections 1110 and 1111 to be exercised
                  in the time and in the manner specified in Sections 1110 and
                  1111

                  Section 1116. REPAYMENT TO THE COMPANY.

                           The Trustee or Paying Agent, as the case may be,
                  shall return to the Company any cash or Common Stock that
                  remain unclaimed as provided in paragraph 11 of the
                  Securities, together with interest or dividends, if any,
                  thereon (subject to the provisions of Section 606), held by
                  them for the payment of the Purchase Price or Change in
                  Control Purchase Price, as the case may be; provided, however,
                  that to the extent that the aggregate amount of cash or Common
                  Stock deposited by the Company pursuant to Section 1113
                  exceeds the aggregate Purchase Price or Change in Control
                  Purchase Price, as the case may be, of the Securities or
                  portions thereof which the Company is obligated to purchase as
                  of the Purchase Date or Change in Control Purchase Date, as
                  the case may be, then, unless otherwise agreed in writing with
                  the Company, promptly after the Business Day following the
                  Purchase Date or Change in Control Purchase Date, as the case
                  may be, the Trustee shall return any such excess cash or
                  Common Stock to the Company together with interest, if any,
                  thereon (subject to the provisions of Section 606).

                  (I) By adding the following Article 13 to the Indenture:

                                ARTICLE THIRTEEN

                            CONVERSION OF SECURITIES

                  Section 1301. CONVERSION PRIVILEGE.



                                      -24-

                           A Holder of a Security may convert such Security into
                  Common Stock at any time during the period stated in paragraph
                  8 of the Securities. The number of shares of Common Stock
                  issuable upon conversion of a Security per $1,000 of Principal
                  Amount at Maturity thereof (the "Conversion Rate") shall be
                  that set forth in paragraph 8 in the Securities, subject to
                  adjustment as herein set forth. A Holder may convert a portion
                  of the Principal Amount at Maturity of a Security if the
                  portion is $1,000 or an integral multiple of $1,000.
                  Provisions of this Indenture that apply to conversion of all
                  of a Security also apply to conversion of a portion of a
                  Security.

                           "Average Sale Price" means the average of the Sale
                  Prices of the Common Stock for the shorter of

                                    (i) 30 consecutive trading days ending on
                           the last full trading day prior to the Time of
                           Determination with respect to the rights, warrants or
                           options or distribution in respect of which the
                           Average Sale Price is being calculated, or

                                    (ii) the period (x) commencing on the date
                           next succeeding the first public announcement of (a)
                           the issuance of rights, warrants or options or (b)
                           the distribution, in each case, in respect of which
                           the Average Sale Price is being calculated and (y)
                           proceeding through the last full trading day prior to
                           the Time of Determination with respect to the rights,
                           warrants or options or distribution in respect of
                           which the Average Sale Price is being calculated
                           (excluding days within such period, if any, which are
                           not trading days), or

                                    (iii) the period, if any, (x) commencing on
                           the date next succeeding the Ex-Dividend Time with
                           respect to the next preceding (a) issuance of rights,
                           warrants or options or (b) distribution, in each
                           case, for which an adjustment is required by the
                           provisions of Section 1306(4), 1307 or 1308 and (y)
                           proceeding through the last full trading day prior to
                           the Time of Determination with respect to the rights,
                           warrants or options or distribution in respect of
                           which the Average Sale Price is being calculated
                           (excluding days within such period, if any, which are
                           not trading days).

                           In the event that the Ex-Dividend Time (or in the
                  case of a subdivision, combination or reclassification, the
                  effective date with respect thereto) with respect to a
                  dividend, subdivision, combination or reclassification to
                  which Section 1306(1), (2), (3) or (5) applies occurs during
                  the period applicable for calculating the "Average Sale Price"



                                      -25-


                  pursuant to the definition in the preceding sentence, the
                  "Average Sale Price" shall be calculated for such period in a
                  manner determined by the Board of Directors to reflect the
                  impact of such dividend, subdivision, combination or
                  reclassification on the Sale Price of the Common Stock during
                  such period.

                           "Time of Determination" means the time and date of
                  the earlier of (i) the determination of stockholders entitled
                  to receive rights, warrants or options or a distribution, in
                  each case, to which Section 1307 or 1308 applies and (ii) the
                  time ("Ex-Dividend Time") immediately prior to the
                  commencement of "ex-dividend" trading for such rights,
                  warrants or options or distribution on the New York Stock
                  Exchange or such other national or regional exchange or market
                  on which the Common Stock are then listed or quoted.

                  Section 1302. CONVERSION PROCEDURE.

                           To convert a Security a Holder must satisfy the
                  requirements in paragraph 8 of the Securities. The first
                  Business Day on which the Holder satisfies all those
                  requirements is the conversion date (the "Conversion Date").
                  As soon as practicable after the Conversion Date, the Company
                  shall deliver to the Holder, through the Conversion Agent, a
                  certificate for the number of full shares of Common Stock
                  issuable upon the conversion and cash in lieu of any
                  fractional share determined pursuant to Section 1303. The
                  person in whose name the certificate is registered shall be
                  treated as a shareholder of record on and after the next
                  Business Day following the Conversion Date. Upon conversion or
                  exchange of a Security, such person shall no longer be a
                  Holder of such Security.

                           No payment or adjustment will be made for dividends
                  on, or other distributions with respect to, any Common Stock
                  except as provided in this Article 13. On conversion of a
                  Security, that portion of accrued Original Issue Discount
                  attributable to the period from the Issue Date of the Security
                  through and including the Conversion Date with respect to the
                  converted Security shall not be cancelled, extinguished or
                  forfeited, but rather shall be deemed to be paid in full to
                  the Holder thereof through delivery of the Common Stock
                  (together with the cash payment, if any, in lieu of fractional
                  shares pursuant to Section 1303) for the Security being
                  converted pursuant to the provisions hereof; and the fair
                  market value of such Common Stock (together with any such cash



                                      -26-


                  payment in lieu of fractional shares) shall be treated as
                  issued, to the extent thereof, first in exchange for Original
                  Issue Discount accrued through and including the Conversion
                  Date, and the balance, if any, of such fair market value of
                  such Common Stock (and any such cash payment) shall be treated
                  as issued for the Issue Price of the Security being converted
                  pursuant to the provisions hereof. If the Holder converts more
                  than one Security at the same time, the number of shares of
                  Common Stock issuable upon the conversion shall be based on
                  the total Principal Amount at Maturity of the Securities
                  converted.

                           If the last day on which a Security may be converted
                  is not a Business Day, the Security may be surrendered on the
                  next succeeding day that is a Business Day.

                           Upon surrender of a Security that is converted in
                  part, the Company shall execute, and the Trustee shall
                  authenticate and deliver to the Holder, a new Security in an
                  authorized denomination equal in Principal Amount at Maturity
                  to the unconverted portion of the Security surrendered.

                           A Holder may surrender for conversion a Security
                  called for redemption at any time prior to the close of
                  business on the second Business Day prior to any Redemption
                  Date, even if it is not otherwise convertible at such time. A
                  Security for which a Holder has delivered a Purchase Notice or
                  a Change in Control Purchase Notice as described above
                  requiring the Company to purchase the Security may be
                  surrendered for conversion only if such notice is withdrawn in
                  a timely manner in accordance with the terms of this
                  Indenture.

                           The Conversion Rate will not be adjusted for accrued
                  Original Issue Discount. A certificate for the number of full
                  shares of Common Stock into which any Security is converted,
                  together with any cash payment for fractional shares, will be
                  delivered through the Conversion Agent as soon as practicable
                  following the Conversion Date.

                  Section 1303. FRACTIONAL SHARES.

                           Securityholders will not receive a fractional share
                  upon conversion of a Security. Instead, the Holder will
                  receive cash for the current market value of the fractional
                  share. The current market value of a fractional share shall be
                  determined, to the nearest 1/1,000th of a share, by
                  multiplying the Sale Price, on the last trading day prior to
                  the Conversion Date, of a full share by the fractional amount
                  and rounding the product to the nearest whole cent.



                                      -27-



                  Section 1304. TAXES ON CONVERSION.

                           If a Holder submits a Security for conversion, the
                  Company shall pay any documentary, stamp or similar issue or
                  transfer tax due on the issue of Common Stock upon the
                  conversion. However, the Holder shall pay any such tax which
                  is due because the Holder requests the shares to be issued in
                  a name other than the Holder's name. The Conversion Agent may
                  refuse to deliver the certificates representing the Common
                  Stock being issued in a name other than the Holder's name
                  until the Conversion Agent receives a sum sufficient to pay
                  any tax which will be due because the shares are to be issued
                  in a name other than the Holder's name. Nothing herein shall
                  preclude any tax withholding required by law or regulations.
                  Nothing in this Section 1304 shall be deemed to limit the
                  provisions of Section 1007 and, in the event of a conflict
                  between such sections, the provisions of Section 1007 shall
                  govern.

                  Section 1305. COMPANY TO PROVIDE AND RESERVE STOCK.

                           The Company shall, as of the date hereof and prior to
                  issuance of any equity securities pursuant to this Article 13,
                  and from time to time as may be necessary, reserve out of its
                  authorized but unissued Common Stock a sufficient number of
                  shares of Common Stock which may be required to permit the
                  conversion of the Securities if such Securities were converted
                  on any date.

                           All Common Stock delivered upon conversion of the
                  Securities shall be newly issued shares or treasury shares,
                  shall be duly and validly issued and fully paid and
                  nonassessable, and shall be free from preemptive rights and
                  free of any lien or adverse claim. The Company will comply
                  with all securities and corporate laws, rules and regulations,
                  including all Liberian laws, rules and regulations, regulating
                  the offer and delivery of Common Stock upon conversion of
                  Securities, if any, and will list or cause to have quoted such
                  Common Stock on each national securities exchange or in the
                  over-the-counter market or such other market, including
                  non-U.S. stock exchanges, on which the Company's outstanding
                  Common Stock is then listed or quoted.

                  Section 1306. ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

                           If, after the Issue Date of the Securities, the
                  Company:



                                      -28-


                           (1)      pays a dividend or makes a distribution on
                                    its Common Stock in Common Stock;

                           (2)      subdivides its outstanding Common Stock into
                                    a greater number of shares;

                           (3)      combines its outstanding shares of Common
                                    Stock into a smaller number of shares;

                           (4)      pays a dividend or makes a distribution on
                                    its Common Stock in shares of its Capital
                                    Stock (other than Common Stock or rights,
                                    warrants or options for its Capital Stock);
                                    or

                           (5)      issues by reclassification of its Common
                                    Stock any shares of its Capital Stock (other
                                    than rights, warrants or options for its
                                    Capital Stock),

                  then the conversion privilege and the Conversion Rate in
                  effect immediately prior to such action shall be adjusted so
                  that the Holder of a Security thereafter converted may receive
                  the number of shares of Capital Stock of the Company which
                  such Holder would have owned immediately following such action
                  if such Holder had converted the Security immediately prior to
                  such action.

                           The adjustment shall become effective immediately
                  after the record date in the case of a dividend or
                  distribution and immediately after the effective date in the
                  case of a subdivision, combination or reclassification.

                           If after an adjustment a Holder of a Security upon
                  conversion of such Security may receive shares of two or more
                  classes of Capital Stock of the Company, the Conversion Rate
                  shall thereafter be subject to adjustment upon the occurrence
                  of an action taken with respect to any such class of Capital
                  Stock as is contemplated by this Article 13 with respect to
                  the Common Stock, on terms comparable to those applicable to
                  Common Stock in this Article 13.

                  Section 1307. ADJUSTMENT FOR RIGHTS ISSUE.

                           If after the Issue Date of the Securities, the
                  Company distributes any rights, warrants or options to all
                  holders of its Common Stock entitling them, for a period
                  expiring within 60 days after the record date for such
                  distribution, to purchase Common Stock at a price per share
                  less than the Average Sale Price as of the Time of
                  Determination, the Conversion Rate shall be adjusted in
                  accordance with the formula:



                                      -29-


                                         R' = R x (O + N)
                                                  -------
                                          (O + (N x P)/M)
                  where:

                           R' =     the adjusted Conversion Rate.

                           R  =     the current Conversion Rate.

                           O  =     the number of shares of Common Stock
                                    outstanding on the record date for the
                                    distribution to which this Section 1307 is
                                    being applied.

                           N =      the number of additional shares of Common
                                    Stock offered pursuant to the distribution.

                           P =      the offering price per share of the
                                    additional shares.

                           M =      the Average Sale Price, minus, in the case
                                    of (i) a distribution to which Section
                                    1306(4) applies or (ii) a distribution to
                                    which Section 1308 applies, for which, in
                                    each case, (x) the record date shall occur
                                    on or before the record date for the
                                    distribution to which this Section 1307
                                    applies and (y) the Ex-Dividend Time shall
                                    occur on or after the date of the Time of
                                    Determination for the distribution to which
                                    this Section 1307 applies, the fair market
                                    value (on the record date for the
                                    distribution to which this Section 1307
                                    applies) of the

                                    (1)   Capital Stock of the Company
                                          distributed in respect of each share
                                          of Common Stock in such Section
                                          1306(4) distribution and

                                    (2)   assets of the Company or debt
                                          securities or any rights, warrants or
                                          options to purchase securities of the
                                          Company distributed in respect of each
                                          share of Common Stock in such Section
                                          1308 distribution.

                           The Board of Directors shall reasonably determine
                  fair market values for the purposes of this Section 1307,
                  except as Section 1308 otherwise provides in the case of a
                  spin-off.

                           The adjustment shall become effective immediately
                  after the record date for the determination of shareholders
                  entitled to receive the rights, warrants or options to which
                  this Section 1307 applies. If all of the Common Stock subject
                  to such rights, warrants or options have not been issued when



                                      -30-


                  such rights, warrants or options expire, then the Conversion
                  Rate shall promptly be readjusted to the Conversion Rate which
                  would then be in effect had the adjustment upon the issuance
                  of such rights, warrants or options been made on the basis of
                  the actual number of shares of Common Stock issued upon the
                  exercise of such rights, warrants or options.

                           No adjustment shall be made under this Section 1307
                  if the application of the formula stated above in this Section
                  1307 would result in a value of R' that is equal to or less
                  than the value of R.

                  Section 1308. ADJUSTMENT FOR OTHER DISTRIBUTIONS.

                           If, after the Issue Date of the Securities, the
                  Company distributes to all holders of its Common Stock any of
                  its assets (including Capital Stock of any of its
                  subsidiaries), or debt securities or any rights, warrants or
                  options to purchase securities of the Company (including
                  securities or cash, but excluding (x) distributions of Capital
                  Stock referred to in Section 1306 and distributions of rights,
                  warrants or options referred to in Section 1307 and (y) cash
                  dividends or other cash distributions that are paid out of
                  consolidated current net earnings or earnings retained in the
                  business as shown on the books of the Company unless such cash
                  dividends or other cash distributions are Extraordinary Cash
                  Dividends) the Conversion Rate shall be adjusted, subject to
                  the provisions of the last paragraph of this Section 1308, in
                  accordance with the formula:

                                          R' = R X M
                                               -----
                                                  M-F
                  where:
                           R' =     the adjusted Conversion Rate.

                           R  =     the current Conversion Rate.

                           M  =     the Average Sale Price, minus, in the case
                                    of a distribution to which Section 1306(4)
                                    applies, for which (i) the record date shall
                                    occur on or before the record date for the
                                    distribution to which this Section 1308
                                    applies and (ii) the Ex-Dividend Time shall
                                    occur on or after the date of the Time of
                                    Determination for the distribution to which
                                    this Section 1308 applies, the fair market
                                    value (on the record date for the
                                    distribution to which this Section 1308




                                      -31-


                                    applies) of any Capital Stock of the Company
                                    distributed in respect of each share of
                                    Common Stock on a per share basis in such
                                    Section 1306(4) distribution.

                           F =      the fair market value (on the record date
                                    for the distribution to which this Section
                                    1308 applies) of the assets, securities,
                                    rights, warrants or options to be
                                    distributed in respect of each share of
                                    Common Stock on a per share basis in the
                                    distribution to which this Section 1308 is
                                    being applied (including, in the case of
                                    cash dividends or other cash distributions
                                    giving rise to an adjustment, all such cash
                                    distributed concurrently).

                           The Board of Directors shall reasonably determine
                  fair market values for the purposes of this Section 1308,
                  except that in respect of a dividend or other distribution of
                  shares of Capital Stock of any class or series, or similar
                  equity interests, of or relating to a Subsidiary or other
                  business unit, division or operation of the Company (a
                  "Spin-off"), the fair market value of the securities to be
                  distributed shall equal the average of the Sale Prices of
                  those securities for the five consecutive trading days
                  commencing on and including the sixth day of trading of those
                  securities after the effectiveness of the Spin-off and the
                  Average Sale Price shall mean the average of the Sale Prices
                  for the Common Stock for the same five trading days. In the
                  event, however, that a bona fide underwritten initial public
                  offering to the public generally of the securities in the
                  Spin-off occurs simultaneously with the Spin-off, the fair
                  market value of the securities distributed in the Spin-off
                  shall mean the initial public offering price of such
                  securities and the Average Sale Price shall mean the Sale
                  Price for the Common Stock on the same trading day.

                           The adjustment shall become effective immediately
                  after the record date for the determination of shareholders
                  entitled to receive the distribution to which this Section
                  1308 applies, except that an adjustment related to a Spin-off
                  shall become effective at the earlier to occur of (i) six
                  trading days after the effective date of the Spin-off and (ii)
                  the initial public offering of the securities distributed in
                  the Spin-off. If any Holder exercises its conversion right
                  with respect to its Securities during the six trading days
                  after the effective date of the Spin-off, the Company shall
                  issue Common Stock to such Holder at the end of such six day
                  period based on the Conversion Rate in existence on the date
                  of exercise or the Conversion Rate in existence at the end of
                  the six day period, whichever results in the Holder receiving
                  more shares of Common Stock upon conversion.



                                      -32-


                           For purposes of this Section 1308, the term
                  "Extraordinary Cash Dividend" shall mean any cash dividend
                  with respect to the Common Stock the amount of which, together
                  with the aggregate amount of cash dividends on the Common
                  Stock to be aggregated with such cash dividend in accordance
                  with the provisions of this paragraph, equals or exceeds the
                  threshold percentage set forth in the following paragraph. For
                  purposes of the following paragraph, the "Measurement Period"
                  with respect to a cash dividend on the Common Stock shall mean
                  the 365 consecutive day period ending on the date prior to the
                  Ex-Dividend Time with respect to such cash dividend, and the
                  "Relevant Cash Dividends" with respect to a cash dividend on
                  the Common Stock shall mean the cash dividends on the Common
                  Stock with Ex-Dividend Times occurring in the Measurement
                  Period.

                           If, upon the date prior to the Ex-Dividend Time with
                  respect to a cash dividend on the Common Stock, the aggregate
                  amount of such cash dividend together with the amounts of all
                  Relevant Cash Dividends equals or exceeds on a per share basis
                  5% of the Sale Price of the Common Stock on the last trading
                  day preceding the date of declaration by the Board of
                  Directors of the cash dividend with respect to which this
                  provision is being applied, then such cash dividend together
                  with all Relevant Cash Dividends, shall be deemed to be an
                  Extraordinary Cash Dividend and for purposes of applying the
                  formula set forth above in this Section 1308, the value of "F"
                  shall be equal to (y) the aggregate amount of such cash
                  dividend together with the amount of all Relevant Cash
                  Dividends, minus (z) the aggregate amount of all Relevant Cash
                  Dividends for which a prior adjustment in the Conversion Rate
                  was previously made under this Section 1308.

                           In making the determinations required by the
                  preceding paragraph, the amount of cash dividends paid on a
                  per share basis and the amount of any Relevant Cash Dividends
                  specified in the preceding paragraph, shall be appropriately
                  adjusted to reflect the occurrence during such period of any
                  event described in Section 1306.

                           In the event that, with respect to any distribution
                  to which this Section 1308 would otherwise apply, the
                  difference "M-F" as defined in the above formula is less than
                  $1.00 or "F" is equal to or greater than "M", then the
                  adjustment provided by this Section 1308 shall not be made and
                  in lieu thereof the provisions of Section 1308 shall apply to
                  such distribution.




                                      -33-


                  Section 1309. WHEN ADJUSTMENT MAY BE DEFERRED.

                           No adjustment in the Conversion Rate need be made
                  unless the adjustment would require an increase or decrease of
                  at least 1% in the Conversion Rate. Any adjustments that are
                  not made shall be carried forward and taken into account in
                  any subsequent adjustment.

                           All calculations under this Article 13 shall be made
                  to the nearest cent or to the nearest 1/1,000th of a share, as
                  the case may be.

                  Section 1310. WHEN NO ADJUSTMENT REQUIRED.

                           No adjustment need be made for a transaction referred
                  to in Section 1306, 1307, 1308 or 1314 if Securityholders are
                  to participate in the transaction without conversion on a
                  basis and with notice that the Board of Directors determines
                  to be fair and appropriate in light of the basis and notice on
                  which holders of Common Stock participate in the transaction
                  and the Securityholder is not economically harmed by such
                  transaction and the failure to make an adjustment. Such
                  participation by Securityholders may include participation in
                  the transaction upon conversion of their Security by the
                  Securityholder provided that an adjustment shall be made at
                  such time as the Securityholder is not entitled to participate
                  on the basis described in the prior sentence. No adjustment
                  need be made for rights to purchase Common Stock pursuant to a
                  Company plan in the ordinary course of business for
                  reinvestment of dividends or interest.

                           No adjustment need be made for a change in the par
                  value or no par value of the Common Stock.

                           To the extent the Securities become convertible
                  pursuant to this Article 13 in whole or in part into cash, no
                  adjustment need be made thereafter as to the cash. Interest
                  will not accrue on the cash.

                  Section 1311. NOTICE OF ADJUSTMENT.

                           Whenever the Conversion Rate is adjusted, the Company
                  shall promptly mail to Securityholders a notice of the
                  adjustment and issue a press release in a commercially
                  reasonable manner describing such adjustment. The Company
                  shall file with the Trustee and the Conversion Agent such
                  notice and a certificate from the Company's independent public
                  accountants (or, if the independent public accountants are
                  unwilling to do so, the Company's Chief Financial Officer)
                  briefly stating the facts requiring the adjustment and the
                  manner of computing it. Neither the Trustee nor any Conversion



                                      -34-


                  Agent shall be under any duty or responsibility with respect
                  to any such certificate except to exhibit the same to any
                  Holder desiring inspection thereof.

                  Section 1312. VOLUNTARY INCREASE.

                           The Company from time to time may increase the
                  Conversion Rate by any amount for any period of time. If the
                  Conversion Rate is increased, it must be increased the same
                  amount for all Holders of Securities for the same period of
                  time. Whenever the Conversion Rate is increased, the Company
                  shall mail to Securityholders and file with the Trustee and
                  the Conversion Agent a notice of the increase and issue a
                  press release in a commercially reasonable manner describing
                  such increase. The Company shall mail the notice at least 20
                  Business Days before the date the increased Conversion Rate
                  takes effect. The notice shall state the increased Conversion
                  Rate, the period it will be in effect and the material tax and
                  legal ramifications of the increased Conversion Rate.

                  Section 1313. NOTICE OF CERTAIN TRANSACTIONS.

                  If:

                           (1)      the Company takes any action that would
                                    require an adjustment in the Conversion Rate
                                    pursuant to Section 1306, 1307 or 1308
                                    (unless no adjustment is to occur pursuant
                                    to Section 1310); or

                           (2)      the Company takes any action that would
                                    require a supplemental indenture pursuant to
                                    Section 1314; or

                           (3)      there is a liquidation or dissolution of the
                                    Company;

                           then the Company shall mail to Securityholders and
                           file with the Trustee and the Conversion Agent a
                           notice stating the proposed record date for a
                           dividend or distribution or the proposed effective
                           date of a subdivision, combination, reclassification,
                           consolidation, merger, binding share exchange,
                           transfer, liquidation or dissolution. The Company
                           shall file and mail the notice at least 15 days
                           before such date. Failure to file or mail the notice
                           or any defect in it shall not affect the validity of
                           the transaction.

                  Section 1314. REORGANIZATION OF COMPANY; SPECIAL
                                DISTRIBUTIONS.



                                      -35-


                           If the Company is a party to a transaction subject to
                  Sections 801 and 802 (other than a sale of all or
                  substantially all of the assets of the Company in a
                  transaction in which the holders of Common Stock immediately
                  prior to such transaction do not receive securities, cash or
                  other assets of the Company or any other person) or a merger
                  or binding share exchange pursuant to which the shares of
                  Common Stock would be converted into cash, securities or other
                  property or assets, the Securities may be surrendered for
                  conversion at any time from and after the date which is 15
                  days prior to the anticipated effective date of the
                  transaction until 15 days after the actual date of such
                  transaction and, at the effective time, the right to convert a
                  Security into shares of Common Stock will be changed into a
                  right to convert it into the kind and amount of cash,
                  securities or other property of the Company or another person
                  which the Holder would have received if the Holder had
                  converted the Holder's Security immediately prior to the
                  transaction. The person obligated to deliver securities, cash
                  or other assets upon conversion of Securities shall enter into
                  a supplemental indenture confirming the effect of this Section
                  1314 and otherwise assuming all obligations under the
                  Indenture. If the issuer of securities deliverable upon
                  conversion of Securities is an Affiliate of the successor
                  Company, that issuer shall join in the supplemental indenture.

                           The supplemental indenture shall provide that the
                  Holder of a Security may convert it into the kind and amount
                  of securities, cash or other assets which such Holder would
                  have received immediately after the consolidation, merger,
                  binding share exchange or transfer if such Holder had
                  converted the Security immediately before the effective date
                  of the transaction, assuming (to the extent applicable) that
                  such Holder (i) was not a constituent person or an Affiliate
                  of a constituent person to such transaction; (ii) made no
                  election with respect thereto; and (iii) was treated alike
                  with the plurality of non- electing Holders. The supplemental
                  indenture shall provide for adjustments which shall be as
                  nearly equivalent as may be practical to the adjustments
                  provided for in this Article 13. The successor Company shall
                  mail to Securityholders a notice briefly describing the
                  supplemental indenture.

                           If this Section applies, neither Section 1306 nor
                  1307 shall apply so long as such non-application is fair to
                  the Holders.

                           If the Company makes a distribution to all holders of
                  its Common Stock of any of its assets, or debt securities or
                  any rights, warrants or options to purchase securities of the
                  Company that, but for the provisions of the last paragraph of
                  Section 1308, would otherwise result in an adjustment in the
                  Conversion Rate pursuant to the provisions of Section 1308,



                                      -36-


                  then, from and after the record date for determining the
                  holders of Common Stock entitled to receive the distribution,
                  a Holder of a Security that converts such Security in
                  accordance with the provisions of this Indenture shall upon
                  such conversion be entitled to receive, in addition to the
                  shares of Common Stock into which the Security is convertible,
                  the kind and amount of securities, cash or other assets
                  comprising the distribution that such Holder would have
                  received if such Holder had converted the Security immediately
                  prior to the record date for determining the holders of Common
                  Stock entitled to receive the distribution.

                  Section 1315. COMPANY DETERMINATION FINAL.

                           Any determination that the Company or the Board of
                  Directors must make pursuant to Section 1303, 1306, 1307,
                  1308, 1309, 1310, 1314 or 1317 is conclusive, absent manifest
                  error.

                  Section 1316. TRUSTEE'S ADJUSTMENT DISCLAIMER.

                           The Trustee has no duty to determine when an
                  adjustment under this Article 13 should be made, how it should
                  be made or what it should be. The Trustee has no duty to
                  determine whether a supplemental indenture under Section 1314
                  need be entered into or whether any provisions of any
                  supplemental indenture are correct. The Trustee shall not be
                  accountable for and makes no representation as to the validity
                  or value of any securities or assets issued upon conversion of
                  Securities. The Trustee shall not be responsible for the
                  Company's failure to comply with this Article 13. Each Paying
                  Agent and Conversion Agent shall have the same protection
                  under this Section 1316 as the Trustee.

                  Section 1317. SIMULTANEOUS ADJUSTMENTS.

                           In the event that this Article 13 requires
                  adjustments to the Conversion Rate under more than one of
                  Sections 1306, 1307 or 1308, and the record dates for the
                  distributions giving rise to such adjustments shall occur on
                  the same date, then such adjustments shall be made by
                  applying, first, the provisions of Section 1306, second, the
                  provisions of Section 1308 and, third, the provisions of
                  Section 1307. In the event that any one of such Sections
                  requires that more than one adjustment be made, the
                  adjustments shall be made in the order which is the most
                  beneficial to the Holders.

                  Section 1318. SUCCESSIVE ADJUSTMENTS.



                                      -37-


                           After an adjustment to the Conversion Rate under this
                  Article 13, any subsequent event requiring an adjustment under
                  this Article 13 shall cause an adjustment to the Conversion
                  Rate as so adjusted.

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

                  SECTION 2. Section 1006 shall be inapplicable to any term,
provision or condition of any covenant established pursuant to this Indenture
and the Securities as contemplated by Section 301 of the Indenture in respect of
any such term, provision or covenant which under Article Nine of the Indenture
cannot be modified without the consent of the Holder of each outstanding
Security affected.

                  SECTION 3. The Basic Indenture, as supplemented and amended by
this Eleventh Supplemental Indenture, is in all respects ratified and confirmed,
and the Basic Indenture and this Eleventh Supplemental Indenture shall be read,
taken and construed as one and the same instrument. All provisions included in
this Eleventh Supplemental Indenture supersede any similar provisions included
in the Basic Indenture unless not permitted by law.

                  SECTION 4. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in this
Eleventh Supplemental Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

                  SECTION 5. All covenants and agreements in this Eleventh
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

                  SECTION 6. In case any provision in this Eleventh Supplemental
Indenture or in the Convertible Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions (or of the other series of Securities) shall not in any way be
affected or impaired thereby.

                  SECTION 7. Nothing in this Eleventh Supplemental Indenture,
expressed or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, and the Holders of the Convertible Notes any
benefit or any legal or equitable right, remedy or claim under this Eleventh
Supplemental Indenture.

                  SECTION 8. This Eleventh Supplemental Indenture and each
Convertible Note shall be deemed to be a contract made under the laws of the
State of New York and this Eleventh Supplemental Indenture and each such
Convertible Note shall be governed by and construed in accordance with the laws
of the State of New York.



                                      -38-


                  SECTION 9. All terms used in this Eleventh Supplemental
Indenture not otherwise defined herein that are defined in the Basic Indenture
shall have the meanings set forth therein.

                  SECTION 10. This Eleventh Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

                  SECTION 11. Section 403 and Section 1004 of the Basic
Indenture are not applicable to the Convertible Notes. In addition, Section 401
of the Basic Indenture is hereby amended solely with respect to the Convertible
Notes by (1) deleting in clause 1(B)(i) the word "or" and substituting the word
"and the Company", (2) deleting in clause 1(B) all of clause (ii) and the words
"(iii) if, redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above," and (3) deleting in clause 1(B) the words "referred to in clause (i),
(ii) or (iii) of subparagraph (B)".



                                      -39-




                  IN WITNESS WHEREOF, the parties hereto have caused this
Eleventh Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.

                                       ROYAL CARIBBEAN CRUISES LTD.



                                       By: /s/ BONNIE BIUMI
                                           ----------------------------------
                                            Name:
                                            Title:


                                       THE BANK OF NEW YORK, as Trustee,


                                       By:
                                           ----------------------------------
                                            Name:
                                            Title:




                                      -40-



                  IN WITNESS WHEREOF, the parties hereto have caused this
Eleventh Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.

                                 ROYAL CARIBBEAN CRUISES LTD.



                                 By:
                                    ------------------------------------------
                                      Name:
                                      Title:


                                 THE BANK OF NEW YORK, as Trustee,


                                 By: /s/ DEREK KETTEL
                                    ------------------------------------------
                                      Name:  Derek Kettel
                                      Title: Agent



                                      -41-



STATE OF FLORIDA       )
                       )  ss.:
COUNTY OF MIAMI-DADE   )

On the 15th day of May, 2001, before me personally came Bonnie Biumi, to me
known, who, being by me duly sworn, did depose and say that she is VP, Treasurer
of ROYAL CARIBBEAN CRUISES LTD., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

                                            /s/ STEPHANIE LEVY
                                            -----------------------------------
                                            Name: Stephanie Levy

Notary Public
State of FLORIDA                                     [SEAL]
My Commission expires on 10-31-04






STATE OF FLORIDA    )
                    )  ss.:
COUNTY OF DUVAL     )

On the 18th day of May, 2001, before me personally came Derek Kettel, to me
known, who, being by me duly sworn, did depose and say that he is an Agent of
THE BANK OF NEW YORK, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.

                                            /s/ CHRISTIE M. LEPPERT
                                            ----------------------------------
                                            Name: Christie M. Leppert

                                                         [SEAL]
Notary Public
State of Florida
My Commission #CC935086 expires on September 9, 2004

EX-2.17

                                                                   EXHIOBIT 2.17

- --------------------------------------------------------------------------------




                                U.S. $345,750,000

                                CREDIT AGREEMENT

                            dated as of May 18, 2001,

                                      among

                          ROYAL CARIBBEAN CRUISES LTD.
                                as the Borrower,

                                       and

                              BANK OF AMERICA, N.A.
                          as the Administrative Agent,

                                       and

                             THE BANK OF NOVA SCOTIA
                            as the Syndication Agent,

                                       and

                            FIRST UNION NATIONAL BANK
                           as the Documentation Agent

                                       and

                         the Other Lenders Party Thereto



- --------------------------------------------------------------------------------

                         BANC OF AMERICA SECURITIES LLC
                   as the Sole Lead Arranger and Book Manager,





                                TABLE OF CONTENTS



                                                                                                     PAGE
                                                                                                     ----

                                           ARTICLE I

                               DEFINITIONS AND ACCOUNTING TERMS

                                                                                                
SECTION 1.1.     Defined Terms..........................................................................1
SECTION 1.2.     Use of Defined Terms..................................................................13
SECTION 1.3.     Cross-References......................................................................13
SECTION 1.4.     Accounting and Financial Determinations...............................................13

                                          ARTICLE II

                          COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1.     Commitments...........................................................................14
SECTION 2.1.1.   Commitment of Each Lender.............................................................14
SECTION 2.1.2.   Lenders Not Permitted or Required To Make Loans Under Certain Circumstances...........14
SECTION 2.1.3.   Defaulting Lenders....................................................................14
SECTION 2.2.     Reduction of Commitment Amount........................................................14
SECTION 2.3.     Borrowing Procedure...................................................................14
SECTION 2.4.     Election of Loan Types; Interest Periods..............................................15
SECTION 2.5.     Funding...............................................................................15
SECTION 2.6.     Notes.................................................................................15
SECTION 2.7.     Increase in Combined Commitments......................................................15

                                          ARTICLE III

                          REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.     Repayments and Prepayments............................................................17
SECTION 3.2.     Interest Provisions...................................................................18
SECTION 3.2.1.   Payment of Interest...................................................................18
SECTION 3.2.2.   Post-Maturity Rates...................................................................19
SECTION 3.2.3.   Interest Rate Determination; Replacement Reference Lenders............................19
SECTION 3.2.4.   Adjustment of Applicable Margin and Facility Fee......................................19
SECTION 3.3.     Fees..................................................................................19
SECTION 3.3.1.   Facility Fee..........................................................................19
SECTION 3.3.2.   Commitment Fee........................................................................19

                                          ARTICLE IV

                            CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1.     LIBO Rate Lending Unlawful............................................................20



                                       i





                                                                                                     PAGE
                                                                                                     ----
                                                                                                

SECTION 4.2.     Deposits Unavailable..................................................................20
SECTION 4.3.     Increased LIBO Rate Loan Costs, etc...................................................21
SECTION 4.4.     Funding Losses........................................................................22
SECTION 4.5.     Increased Capital Costs...............................................................22
SECTION 4.6.     Taxes.................................................................................23
SECTION 4.7.     Reserve Costs.........................................................................25
SECTION 4.8.     Replacement Lenders, etc..............................................................25
SECTION 4.9.     Payments, Computations, etc...........................................................26
SECTION 4.10.    Sharing of Payments...................................................................26
SECTION 4.11.    Setoff................................................................................27
SECTION 4.12.    Use of Proceeds.......................................................................27

                                           ARTICLE V

                                    CONDITIONS TO BORROWING

SECTION 5.1.     Effectiveness.........................................................................27
SECTION 5.1.1.   Delivery of Agreement.................................................................27
SECTION 5.1.2.   Resolutions, etc......................................................................27
SECTION 5.1.3.   Opinions of Counsel...................................................................28
SECTION 5.1.4.   No Material Adverse Change............................................................28
SECTION 5.1.5.   Note Offering.........................................................................28
SECTION 5.2.     Borrowing.............................................................................28
SECTION 5.2.1.   Resolutions, etc......................................................................28
SECTION 5.2.2.   Delivery of Term Notes................................................................28
SECTION 5.2.3.   Opinions of Counsel...................................................................28
SECTION 5.2.4.   Fees, Expenses, etc...................................................................29
SECTION 5.2.5.   No Material Adverse Change............................................................29
SECTION 5.2.6.   Compliance with Warranties, No Default, etc...........................................29
SECTION 5.2.7.   Borrowing Request.....................................................................29
SECTION 5.2.8.   Note Repurchase.......................................................................29

                                          ARTICLE VI

                                REPRESENTATIONS AND WARRANTIES

SECTION 6.1.     Organization, etc.....................................................................29
SECTION 6.2.     Due Authorization, Non-Contravention, etc.............................................30
SECTION 6.3.     Government Approval, Regulation, etc..................................................30
SECTION 6.4.     Compliance with Environmental Laws....................................................30
SECTION 6.5.     Validity, etc.........................................................................30
SECTION 6.6.     Financial Information.................................................................31
SECTION 6.7.     No Defaults under Material Agreements.................................................31
SECTION 6.8.     No Default, Event of Default or Prepayment Event......................................31
SECTION 6.9.     Litigation............................................................................31
SECTION 6.10.    Vessels...............................................................................31
SECTION 6.11.    Subsidiaries..........................................................................31





                                       ii






                                                                                                     PAGE
                                                                                                     ----
                                                                                                

SECTION 6.12.    Obligations rank pari passu...........................................................32
SECTION 6.13.    Withholding, etc......................................................................32
SECTION 6.14.    No Filing, etc, Required..............................................................32
SECTION 6.15.    No Immunity...........................................................................32
SECTION 6.16.    Pension Plans.........................................................................32
SECTION 6.17.    Investment Company Act................................................................32
SECTION 6.18.    Regulation U..........................................................................32
SECTION 6.19.    Accuracy of Information...............................................................33

                                          ARTICLE VII

                                           COVENANTS

SECTION 7.1.     Affirmative Covenants.................................................................33
SECTION 7.1.1.   Financial Information, Reports, Notices, etc..........................................33
SECTION 7.1.2.   Approvals and Other Consents..........................................................34
SECTION 7.1.3.   Compliance with Laws, etc.............................................................34
SECTION 7.1.4.   Vessels...............................................................................35
SECTION 7.1.5.   Insurance.............................................................................35
SECTION 7.1.6.   Books and Records.....................................................................35
SECTION 7.2.     Negative Covenants....................................................................35
SECTION 7.2.1.   Business Activities...................................................................35
SECTION 7.2.2.   Indebtedness..........................................................................36
SECTION 7.2.3.   Liens.................................................................................36
SECTION 7.2.4.   Financial Condition...................................................................38
SECTION 7.2.5.   Investments...........................................................................38
SECTION 7.2.6.   Consolidation, Merger, etc............................................................38
SECTION 7.2.7.   Asset Dispositions, etc...............................................................39
SECTION 7.2.8.   Transactions with Affiliates..........................................................39

                                         ARTICLE VIII

                                       EVENTS OF DEFAULT

SECTION 8.1.     Listing of Events of Default..........................................................40
SECTION 8.1.1.   Non-Payment of Obligations............................................................40
SECTION 8.1.2.   Breach of Warranty....................................................................40
SECTION 8.1.3.   Non-Performance of Certain Covenants and Obligations..................................40
SECTION 8.1.4.   Default on Other Indebtedness.........................................................40
SECTION 8.1.5.   Pension Plans.........................................................................41
SECTION 8.1.6.   Bankruptcy, Insolvency, etc...........................................................41
SECTION 8.1.7.   Ownership of Principal Subsidiaries...................................................42
SECTION 8.2.     Action if Bankruptcy..................................................................42
SECTION 8.3.     Action if Other Event of Default......................................................42


                                      iii









                                                                                                     PAGE
                                                                                                     ----
                                                                                                
                                          ARTICLE IX

                                       PREPAYMENT EVENTS

SECTION 9.1.     Listing of Prepayment Events..........................................................42
SECTION 9.1.1.   Chance in Ownership...................................................................43
SECTION 9.1.2.   Change in Board.......................................................................43
SECTION 9.1.3.   Unenforceability......................................................................43
SECTION 9.1.4.   Approvals.............................................................................43
SECTION 9.1.5.   Non-Performance of Certain Covenants and Obligations..................................43
SECTION 9.1.6.   Judgments.............................................................................44
SECTION 9.1.7.   Condemnation, etc.....................................................................44
SECTION 9.1.8.   Arrest................................................................................44
SECTION 9.2.     Mandatory Prepayment..................................................................44

                                           ARTICLE X

                                           THE AGENT

SECTION 10.1.    Actions...............................................................................44
SECTION 10.2.    Exculpation...........................................................................45
SECTION 10.3.    Successor.............................................................................45
SECTION 10.4.    Loans by the Administrative Agent.....................................................46
SECTION 10.5.    Credit Decisions......................................................................46
SECTION 10.6.    Copies, etc...........................................................................46
SECTION 10.7.    Agency Fee............................................................................47

                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

SECTION 11.1.    Waivers, Amendments, etc..............................................................47
SECTION 11.2.    Notices...............................................................................48
SECTION 11.3.    Payment of Costs and Expenses.........................................................48
SECTION 11.4.    Indemnification.......................................................................48
SECTION 11.5.    Survival..............................................................................49
SECTION 11.6.    Severability..........................................................................49
SECTION 11.7.    Headings..............................................................................49
SECTION 11.8.    Execution in Counterparts, Effectiveness, etc.........................................49
SECTION 11.9.    Governing Law: Entire Agreement.......................................................49
SECTION 11.10.   Successors and Assigns................................................................49
SECTION 11.11.   Sale and Transfer of Loans and Note: Participations in Loans and Note.................50
SECTION 11.11.1. Assignments...........................................................................50
SECTION 11.11.2. Participations........................................................................51
SECTION 11.12.   Other Transactions....................................................................52
SECTION 11.13.   Forum Selection and Consent to Jurisdiction...........................................52
SECTION 11.14.   Process Agent.........................................................................53



                                       iv






                                                                                                     PAGE
                                                                                                     ----
                                                                                                


SECTION 11.15.   Waiver of Jury Trial..................................................................53

EXHIBIT A        FORM OF TERM NOTE.....................................................................A-1
EXHIBIT B        BORROWING REQUEST.....................................................................B-1
EXHIBIT C        INTEREST PERIOD NOTICE................................................................C-1
EXHIBIT D-1      [Form of Opinion of Counsel to the Borrower]........................................D-1-1
EXHIBIT D-2      [Form of Opinion of Liberian Counsel to the Borrower]...............................D-2-1
EXHIBIT E        LENDER ASSIGNMENT AGREEMENT...........................................................E-1
EXHIBIT F        FORM OF COMMITMENT INCREASE AGREEMENT.................................................F-1
EXHIBIT G        FORM OF ADDED LENDER AGREEMENT........................................................G-1




                                       v






                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of May 18, 2001, is among ROYAL
CARIBBEAN CRUISES LTD., a Liberian corporation (the "BORROWER"), the various
financial institutions as are or shall become parties hereto (collectively, the
"LENDERS") and BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as administrative
agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders, THE BANK
OF NOVA SCOTIA., as syndication agent (in such capacity, the "SYNDICATION
AGENT"), and FIRST UNION NATIONAL BANK, as documentation agent (in such
capacity, the "DOCUMENTATION AGENT").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders make available to
the Borrower a term loan facility in the principal amount of up to $345,750,000,
the proceeds of which are to be used to finance the purchase of the Convertible
Notes (as defined below) on the Note Repurchase Date (as defined below); and

         WHEREAS, the Lenders are willing to make such term loan facility
available to the Borrower upon the terms and conditions set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. DEFINED TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, when capitalized, except where the context otherwise requires, have the
following meanings, such meanings to be equally applicable to the singular and
plural forms thereof:

         "ADDED LENDER" is defined in SECTION 2.7.

         "ADMINISTRATIVE AGENT" is defined in the PREAMBLE and includes each
other Person as shall have subsequently been appointed as the successor
Administrative Agent, and as shall have accepted such appointment, pursuant to
SECTION 10.3.

         "ADVANCE DATE" means the date upon which the Loan is advanced in
accordance with SECTION 2.1.

         "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. A Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, power to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.



                                      -1-



         "AGREEMENT" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

         "APPLICABLE JURISDICTION" means the jurisdiction or jurisdictions under
which the Borrower is organized, domiciled or resident or from which any of its
business activities are conducted or in which any of its properties are located
and which has jurisdiction over the subject matter being addressed.

         "APPLICABLE MARGIN" means, as of any date, the percentage per annum set
forth below opposite the Senior Debt Rating on such date provided by S&P and
Moody's:

                    SENIOR DEBT RATING                    APPLICABLE MARGIN
                    ------------------                    -----------------
(S&P)                         (Moody's)
BBB+ or higher          Baa1 or higher                         0.350%
BBB                     Baa2                                   0.400%
BBB-                    Baa3                                   0.450%
BB+ or lower            Ba1 or lower                           0.650%

PROVIDED that:

                  (a) if at any time the Senior Debt Rating provided by Moody's
         differs from the Senior Debt Rating provided by S&P, and the rating
         differential is one level, the Applicable Margin shall be a percentage
         per annum equal to the lower of the respective percentages set forth
         opposite such two Senior Debt Ratings;

                  (b) if at any time the Senior Debt Rating provided by Moody's
         differs from the Senior Debt Rating provided by S&P, and the rating
         differential is more than one level, the Applicable Margin shall be a
         percentage per annum equal to the average of the respective percentages
         set forth opposite such two Senior Debt Ratings;

                  (c) if at any time a Senior Debt Rating is provided by one of
         but not both Moody's and S&P, the Applicable Margin shall be determined
         by reference to the Senior Debt Rating provided by the agency which
         gives such rating; and

                  (d) if at any time no Senior Debt Rating is provided by
         Moody's and no Senior Debt Rating is provided by S&P, the Applicable
         Margin shall be .750% per annum unless (i) within 21 days of being
         notified by the Administrative Agent that both Moody's and S&P have
         ceased to give a Senior Debt Rating, the Borrower has obtained from at
         least one of such agencies a private implied rating for its senior debt
         or (ii) having failed to obtain such private rating within such 21-day
         period, the Borrower and the Lenders shall have agreed within a further



                                      -2-


         15-day period (during which period the Borrower and the Administrative
         Agent shall consult in good faith to find an alternative method of
         providing an implied rating of the Borrower's senior debt) on an
         alternative rating method, which agreed alternative shall apply for the
         purposes of this Agreement.

         "APPLICABLE PERCENTAGE" means, as of any date, the percentage per annum
set forth below opposite the Senior Debt Rating on such date provided by S&P and
Moody's:

                    SENIOR DEBT RATING                APPLICABLE PERCENTAGE
                    ------------------                ---------------------
(S&P)                            (Moody's)
BBB+ or higher            Baa1 or higher                    0.100%
BBB                       Baa2                              0.125%
BBB-                      Baa3                              0.150%
BB+ or lower              Ba1 or lower                      0.200%

PROVIDED that:

                  (a) if at any time the Senior Debt Rating provided by Moody's
         differs from the Senior Debt Rating provided by S&P, and the rating
         differential is one level, the Applicable Percentage shall be a
         percentage per annum equal to the lower of the respective percentages
         set forth opposite such two Senior Debt Ratings;

                  (b) if at any time the Senior Debt Rating provided by Moody's
         differs from the Senior Debt Rating provided by S&P, and the rating
         differential is more than one level, the Applicable Percentage shall be
         a percentage per annum equal to the average of the respective
         percentages set forth opposite such two Senior Debt Ratings;

                  (c) if at any time a Senior Debt Rating is provided by one of
         but not both Moody's and S&P, the Applicable Percentage shall be
         determined by reference to the Senior Debt Rating provided by the
         agency which gives such rating; and

                  (d) if at any time no Senior Debt Rating is provided by
         Moody's and no Senior Debt Rating is provided by S&P, the Applicable
         Percentage shall be .250% per annum unless (i) within 21 days of being
         notified by the Administrative Agent that both Moody's and S&P have
         ceased to give a Senior Debt Rating, the Borrower has obtained from at
         least one of such agencies a private implied rating for its senior debt
         or (ii) having failed to obtain such private rating within such 21-day
         period, the Borrower and the Lenders shall have agreed within a further
         15-day period (during which period the Borrower and the Administrative
         Agent shall consult in good faith to find an alternative method of
         providing an implied rating of the Borrower's senior debt) on an
         alternative rating method, which agreed alternative shall apply for the
         purposes of this Agreement.

         "APPROVED APPRAISER" means any of the following: Barry Rogliano Salles,
Paris, H Clarkson & Co. Ltd., London, R.S. Platou Shipbrokers, Norway, or
Fearnley AS, Norway.

         "ASSIGNEE LENDER" is defined in SECTION 11.11.1.




                                      -3-


         "AUTHORIZED OFFICER" means those officers of the Borrower authorized to
act with respect to the Loan Documents and whose signatures and incumbency shall
have been certified to the Administrative Agent by the Secretary or an Assistant
Secretary of the Borrower.

         "BANK OF AMERICA" is defined in the Preamble.

         "BASE RATE" means, for any day, the rate per annum equal to the higher
of (i) the Federal Funds Rate for such day plus one-half of one percent (0.5%)
and (ii) the Prime Rate for such day. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or Federal Funds Rate.

         "BASE RATE ADVANCE" means any advance of a portion of the Loan,
interest rates on which are determined on the basis of the Base Rate.

         "BASE RATE LOAN" means any portion of the Loan, the interest rate on
which is determined on the basis of the Base Rate as in effect on each day.

         "BORROWER" is defined in the preamble.

         "BORROWING" means the advance of each Lender's Commitment pursuant to
ARTICLE II.

         "BORROWING REQUEST" means the loan request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
EXHIBIT B-1 hereto.

         "BUSINESS DAY" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in Miami,
San Francisco, California, New York City or London.

         "CAPITALIZATION" means, as at any date, the sum of (a) Total Debt on
such date, plus (b) Stockholders' Equity on such date.

         "CAPITALIZED LEASE LIABILITIES" means the principal portion of all
monetary obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement and each
other Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP.

         "CLOSING DATE" means the Effective Date.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "COMMITMENT" means, relative to any Lender, such Lender's obligation to
make the Loan pursuant to SECTION 2.1.1.



                                      -4-


         "COMMITMENT AMOUNT" means, on any date, up to $345,750,000, as such
amount shall established on the Advance Date or shall be reduced from time to
time pursuant to SECTION 2.2 or increased from time to time pursuant to SECTION
2.7.

         "COMMITMENT TERMINATION DATE" means the earliest of:

                  (a) the date on which the Commitment Amount is terminated in
         full or reduced to zero pursuant to SECTION 2.2; and

                  (b) the date on which any Commitment Termination Event occurs.

         "COMMITMENT TERMINATION EVENT" means:

                  (a) the occurrence of any Default described in CLAUSES (a)
         through (d) of SECTION 8.1.6;

                  (b) the occurrence and continuance of any Event of Default
         (other than as described in CLAUSE (A) above) and the giving of notice
         by the Administrative Agent, acting at the direction of the Required
         Lenders, to the Borrower that the Commitments have been terminated;

                  (c) the occurrence and continuance of a Prepayment Event and
         the giving of notice by the Administrative Agent, acting at the
         direction of the Required Lenders, to the Borrower that the Commitments
         have been terminated; or

                  (d) The day next following the Note Repurchase Notice Date if
         the notice described in Section 1110 of the Indenture with respect to
         the Note Repurchase is not given by any of the holders of the
         Convertible Notes in accordance with the Indenture.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 (b) or 414(c) of
the Code or Section 4001 of ERISA.

         "CONVERTIBLE NOTES" means those certain Zero Coupon Convertible Notes
Due 2021 of the Borrower issued on the date hereof pursuant to the Indenture.

         "DEBTOR RELIEF LAWS" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect affecting the rights
of creditors generally.

         "DEFAULT" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.



                                      -5-


         "DEFAULT RATE" means (i) with respect to each LIBO Loan a rate of two
percent (2%) above the LIBO Rate plus the Applicable Margin applicable to such
Loan, (ii) with respect to Base Rate Loans, fees and other amounts payable in
respect of Obligations, a rate of interest per annum which shall be two percent
(2%) above the Base Rate and (iii) in any case, the maximum rate permitted by
applicable law, if lower.

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
SCHEDULE I.

         "DOLLAR" and the sign "$" mean lawful money of the United States.

         "EFFECTIVE DATE" means the date this Agreement becomes effective
pursuant to SECTION 5.1.

         "ENVIRONMENTAL LAWS" means all applicable federal, state, local or
foreign statutes, laws, ordinances, codes, rules and regulations (including
consent decrees and administrative orders) relating to the protection of the
environment.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

         "EVENT OF DEFAULT" is defined in SECTION 8.1.

         "EXISTING DEBT" means the obligations of the Borrower and its
Subsidiaries, as amended from time to time, under (i) the Loan Facility
Agreement with respect to the vessel ZENITH dated June 21, 1990 between KfW and
Zenith Shipping Corporation, (ii) the Lease Agreement, with respect to the
vessel LEGEND OF THE SEAS, dated March 3, 1993 between G.I.E. Cruise Vision One
and the Borrower, (iii) the Lease Agreement, with respect to the vessel
SPLENDOUR OF THE SEAS, dated March 3, 1993 between G.I.E. Cruise Vision Two and
the Borrower, (iv) the Loan Facility Agreement with respect to the vessel
CENTURY, dated November 29, 1993 between KfW and Blue Sapphire Marine Inc., (v)
the Loan Facility Agreement with respect to the vessel GALAXY, dated November
29, 1993 between KfW and Esker Marine Shipping Inc., and (vi) the Loan Facility
Agreement with respect to the vessel MERCURY, dated December 12, 1997 between
KfW and Seabrook Maritime Inc.

         "EXISTING GROUP" means the following Persons: (a) A. Wilhelmsen AS, a
Norwegian corporation ("Wilhelmsen"); (b) Cruise Associates, a Bahamian general
partnership ("CRUISE"); and (c) any Affiliate of either or both of Wilhelmsen
and Cruise.

         "EXISTING PRINCIPAL SUBSIDIARIES" means each Subsidiary of the Borrower
that is a Principal Subsidiary on the date hereof.

         "EXISTING REVOLVING CREDIT AGREEMENT" means the Amended and Restated
Credit Agreement dated as of June 28, 1996 among the Borrower, the various



                                      -6-


financial institutions party thereto and The Bank of Nova Scotia, as
administrative agent, as amended, supplemented or replaced from time to time.

         "FACILITY FEE" has the meaning given to such term in SECTION 3.3.1.

         "FEDERAL FUNDS RATE" means the rate of interest charged by the Federal
Reserve to its member banks.

         "FISCAL QUARTER" means any quarter of a Fiscal Year.

         "FISCAL YEAR" means any annual fiscal reporting period of the Borrower.

         "FIXED CHARGE COVERAGE RATIO" means, as of the end of any Fiscal
Quarter, the ratio computed for the period of four consecutive Fiscal Quarters
ending on the close of such Fiscal Quarter of:

                  (a) net cash from operating activities (determined in
         accordance with GAAP) for such period, as shown in the Borrower's
         consolidated statement of cash flow for such period, TO

                  (b) the sum of:

                           (i) dividends actually paid by the Borrower during
                  such period (including, without limitation, dividends in
                  respect of preferred stock of the Borrower); PLUS

                           (ii) scheduled payments of principal of all debt,
                  less new financings (determined in accordance with GAAP, but
                  in any event including Capitalized Lease Liabilities) of the
                  Borrower and its Subsidiaries for such period.

         "F.R.S. BOARD" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in SECTION 1.4.

         "GOVERNMENT-RELATED OBLIGATIONS" means obligations of the Borrower or
any Subsidiary of the Borrower under, or Indebtedness incurred by the Borrower
or any Subsidiary of the Borrower to satisfy obligations under, any governmental
requirement imposed by any Applicable Jurisdiction that must be complied with to
enable the Borrower and its Subsidiaries to continue their business in such
Applicable Jurisdiction, excluding, in any event, any taxes imposed on the
Borrower or any Subsidiary of the Borrower.

         "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.



                                      -7-



         "INCREASED COMMITMENT DATE" is defined in SECTION 2.7.

         "INCREASING LENDER" is defined in SECTION 2.7.

         "INDEBTEDNESS" of any Person means, without duplication:

                  (a) indebtedness of such Person (whether present or future,
         actual or contingent, long-term or short-term, secured or unsecured) in
         respect of moneys borrowed or raised, the advance or extension of
         credit (including interest and commitment or guarantee commission but
         not including arrangement or other fees and other charges on or in
         respect of any of the foregoing);

                  (b) the amount of any liability of such Person in respect of
         leases entered into for the purpose of raising or obtaining finance or
         in respect of the purchase price for assets or services payment of
         which is deferred for a period in excess of 180 days; and

                  (c) indebtedness of such Person (whether present or future,
         actual or contingent, long-term or short-term, secured or unsecured) in
         respect of guarantees or letters of credit.

         "INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

         "INDEMNIFIED PARTIES" is defined in SECTION 11.4.

         "INDENTURE" means that certain Eleventh Supplemental Indenture dated as
of the date hereof by and between the Borrower and The Bank of New York, as
trustee, pursuant to which the Convertible Notes were issued, as such Eleventh
Supplemental Indenture is in effect on the date hereof.

         "INTEREST PAYMENT DATE" means any date on which interest is payable
with respect to Loans pursuant to SECTION 3.2.1.

         "INTEREST PERIOD" means, relative to any portion of a Loan, the period
beginning on (and including) the date on which such Loan is made or continued
pursuant to SECTION 2.3 or 2.4 and shall (i) with respect to LIBO Loans end on
(but exclude) the day which numerically corresponds to such date one, two, three
or six months thereafter or longer (PROVIDED that any Interest Period longer
than six months duration shall be subject to availability and the agreement of
all the Lenders) or, if such month has no numerically corresponding day, on the
last Business Day of such month, in either case as the Borrower may select in
its relevant notice pursuant to SECTION 2.3 or 2.4 and (ii) with respect to Base
Rate Loans end on the earlier of the date on which it is repaid or the date on
which it is converted to a LIBO Loan; PROVIDED that:

                  (a) the Borrower shall not be permitted (i) to select Interest
         Periods to be in effect at any one time which have expiration dates
         occurring on more than eight different dates or (ii) except to the



                                      -8-


         extent provided in SECTION 2.4, to have outstanding more than four
         one-month Interest Periods with respect to any Loan in any 12-month
         period (unless otherwise agreed to by the Required Lenders);

                  (b) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless such next following Business Day is the
         first Business Day of a calendar month, in which case such Interest
         Period shall end on the Business Day next preceding the first Business
         Day of such calendar month); and

                  (c) no Interest Period may end later than the Stated Maturity
         Date.

         "INTEREST PERIOD NOTICE" means a certificate duly executed by an
Authorized Officer of the Borrower, substantially in the form of EXHIBIT C
hereto.

         "INVESTMENT" means, relative to any Person,

                  (a) any loan or advance made by such Person to any other
         Person (excluding commission, travel, expense and similar advances to
         officers and employees made in the ordinary course of business); and

                  (b) any ownership or similar interest held by such Person in
         any other Person.

         "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement
substantially in the form of EXHIBIT E.

         "LENDERS" is defined in the PREAMBLE.

         "LIBO ADVANCE" means any advance of a portion of the Loan, interest
rates on which are determined on the basis of LIBO Rates.

         "LIBO LOAN" means any portion of the Loan, the interest rate on which
is determined on the basis of LIBO Rate.

         "LIBOR OFFICE" means, relative to any Lender, the office of such Lender
designated as its Lending Office below its signature hereto or designated in a
Lender Assignment Agreement or such other office of a Lender as designated from
time to time by notice from Lender to the Borrower and the Administrative Agent,
whether or not outside the United States, which shall be making or maintaining
Loans of such Lender hereunder.

         "LIBO RATE" means, for the Interest Period applicable thereto, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Telerate Page 3750 (or any successor page) as the London interbank offered
rate for deposits in Dollars at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not



                                      -9-


available, the term "LIBO Rate" shall mean, with respect to any LIBO Rate Loan
for the Interest Period applicable thereto, the rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page
as the London interbank offered rate for deposits in Dollars at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period, PROVIDED,
HOWEVER, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%); PROVIDED that subject to SECTION
3.2.4, if no such offered quotation appears on Telerate Page 3750 or the Reuters
Screen LIBO Page at the relevant time, the LIBO Rate shall be the rate per annum
certified by the Administrative Agent to be the average of the rates quoted by
the Reference Lenders as the rate at which each of the Reference Lenders was (or
would have been) offered deposits of Dollars by prime banks in the London
interbank eurocurrency market in an amount approximately equal to the amount of
each such Reference Lender's Loan for the relevant Borrowing and for a period
approximately equal to such Interest Period. For the purpose of determining the
Default Rate, the LIBO Rate shall be determined by reference to deposits on an
overnight or call basis or for such other period or periods as the
Administrative Agent may determine after consultation with the Lenders.

         "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

         "LOAN" is defined in SECTION 2.1.1.

         "LOAN DOCUMENT" means this Agreement and the Term Notes.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
financial condition of the Borrower or (b) the Borrower's ability to pay when
due principal of or interest on the Loans or other amounts payable by the
Borrower hereunder.

         "MATERIAL LITIGATION" is defined in SECTION 6.9.

         "MOODY'S" means Moody's Investors Service, Inc.

         "NOTE OFFERING" the issuance by the Borrower of the Convertible Notes
in accordance with the Indenture.

         "NOTE REPURCHASE" means the required repurchase of the Convertible
Notes on the Note Repurchase Date at the option of the holders thereof pursuant
to Section 1110 of the Indenture.

         "NOTE REPURCHASE AMOUNT" means the aggregate repurchase price of all
Convertible Notes subject to repurchase on the Note Repurchase Date.

         "NOTE REPURCHASE NOTICE DATE" means May 13, 2004.

         "NOTE REPURCHASE DATE" means May 18, 2004.



                                      -10-


         "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Borrower arising under or in connection with this Agreement and the Term Notes.

         "ORGANIC DOCUMENT" means, relative to the Borrower, its certificate of
incorporation and its by-laws.

         "PARTICIPANT" is defined in SECTION 11.11.2.

         "PENSION PLAN" means a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multi-employer plan as defined in section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by
reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

         "PERCENTAGE" means, relative to any Lender, the percentage set forth
opposite its signature hereto or as set forth in the applicable Lender
Assignment Agreement, as such percentage may be adjusted from time to time
pursuant to Lender Assignment Agreement(s) executed by such Lender and its
Assignee Lenders and delivered pursuant to SECTION 11.11.1.

         "PERSON" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.

         "PREPAYMENT EVENT" is defined in SECTION 9.1.

         "PRIME RATE" means the per annum rate of interest established from time
to time by the Administrative Agent as its prime rate, which rate may not be the
lowest rate of interest charged by the Administrative Agent to its customers.

         "PRINCIPAL SUBSIDIARY" means any Subsidiary of the Borrower that owns a
Vessel.

         "REFERENCE LENDERS" means Bank of America and includes each replacement
Reference Lender appointed by the Administrative Agent pursuant to SECTION
3.2.3.

         "REQUIRED LENDERS" means, at any time, Lenders that, in the aggregate,
have more than 50% of the Commitments or, if the Commitments shall have
terminated, Lenders that, in the aggregate, hold more than 50% of the aggregate
unpaid principal amount of the Loans; PROVIDED, HOWEVER, if at any time any
Lender holds more than 50% of the Commitments, or, if the Commitments shall have
terminated, more than 50% of the aggregate unpaid principal amount of the Loans,
then "Required Lenders" shall mean that Lender and at least one other Lender.

         "REUTERS SCREEN LIBO PAGE" means the display designated as "LIBO Page"
on the Reuters Screen.

         "S&P" means Standard & Poor's Corporation.



                                      -11-


         "SENIOR DEBT RATING" means, as of any date, (a) the implied senior debt
rating of the Borrower for debt PARI PASSU in right of payment and in right of
collateral security with the Obligations as given by Moody's and S&P or (b) in
the event the Borrower receives an actual unsecured senior debt rating (apart
from an implied rating) from Moody's and/or S&P, such actual rating or ratings,
as the case may be (and in such case the Senior Debt Rating shall not be
determined by reference to any implied senior debt rating from either agency).

         "STATED MATURITY DATE" means the third anniversary of the Advance Date.

         "STOCKHOLDERS' EQUITY" means, as at any date, the Borrower's
stockholders' equity on such date, determined in accordance with GAAP, PROVIDED
that any non-cash charge to Stockholders' Equity resulting (directly or
indirectly) from a change after the Effective Date in GAAP or in the
interpretation thereof shall be disregarded in the computation of Stockholders'
Equity such that the amount of any reduction thereof resulting from such change
shall be added back to Stockholders' Equity.

         "SUBSIDIARY" means, with respect to any Person, any corporation of
which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

         "TAXES" is defined in SECTION 4.6.

         "TELERATE PAGE 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for deposits in Dollars).

         "TERM NOTE" means a promissory note of the Borrower payable to any
Lender, in the form of EXHIBIT A hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from the Loan, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

         "TERMINATION DATE" means the earliest of:

                  (a) the Stated Maturity Date;

                  (b) the Commitment Termination Date; or

                  (c) the repayment in full in cash of all Obligations.



                                      -12-


         "TOTAL DEBT" means, at any time, the aggregate outstanding principal
amount of all debt (including, without limitation, the principal portion of all
capitalized leases) of the Borrower and its Subsidiaries (determined on a
consolidated basis in accordance with GAAP).

         "TOTAL DEBT TO CAPITALIZATION RATIO" means, as at any date, the ratio
of (a) Total Debt on such date to (b) Capitalization on such date.

         "UNITED STATES" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

         "VESSEL" means a passenger cruise vessel owned by the Borrower or one
of its Subsidiaries.

         "VOTING STOCK" means shares of capital stock of the Borrower of any
class or classes (however designated) that have by the terms thereof normal
voting power to elect the members of the Board of Directors of the Borrower
(other than voting power upon the occurrence of a stated contingency, such as
the failure to pay dividends).

         SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall, when capitalized, have such meanings when used in the
Disclosure Schedule and in each Term Note, Borrowing Request, notice and other
communication delivered from time to time in connection with this Agreement or
any other Loan Document.

         SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

         SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder (including under SECTION 7.2.4) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall be prepared,
in accordance with United States generally accepted accounting principles
("GAAP") consistently applied (or, if not consistently applied, accompanied by
details of the inconsistencies); PROVIDED that if, as a result of any change in
GAAP or in the interpretation thereof after the date of the financial statements
referred to in SECTION 6.6, there is a change in the manner of determining any
of the items referred to herein that are to be determined by reference to GAAP,
and the effect of such change would (in the reasonable opinion of the
Administrative Agent) be such as to affect the basis or efficacy of the
covenants contained in SECTION 7.2.4 in ascertaining the financial condition of
the Borrower or the consolidated financial condition of the Borrower and its
Subsidiaries, then such item shall for the purposes of such Sections of this
Agreement continue to be determined in accordance with GAAP relating thereto as
GAAP were applied immediately prior to such change in GAAP or in the
interpretation thereof.



                                      -13-


                                   ARTICLE II

                COMMITMENTS, BORROWING PROCEDURES AND TERM NOTES

         SECTION 2.1. COMMITMENTS. On the terms and subject to the conditions of
this Agreement (including ARTICLE V), each Lender severally agrees to make on or
prior to the Commitment Termination Date the Loans pursuant to the Commitments
described in this SECTION 2.1.

         SECTION 2.1.1. COMMITMENT OF EACH LENDER. Each Lender will make a loan
(relative to such Lender, its "LOAN") to the Borrower equal to such Lender's
Percentage of the aggregate amount of the Borrowing requested by the Borrower,
which requested amount shall not exceed the Note Repurchase Amount. The
commitment of each Lender described in this SECTION 2.1.1 is herein referred to
as its "COMMITMENT".

         SECTION 2.1.2. LENDERS NOT PERMITTED OR REQUIRED TO MAKE THE LOAN UNDER
CERTAIN CIRCUMSTANCES. No Lender shall be permitted or required to make the Loan
if, after giving effect thereto, the aggregate outstanding principal amount of
all Loans

                  (a) of all Lenders would exceed the lesser of (a) the
         Commitment Amount and (b) the Note Repurchase Amount, or

                  (b) of such Lender would exceed such Lender's Percentage of
         the Commitment Amount.

         SECTION 2.1.3. DEFAULTING LENDERS. If any Lender shall default in its
obligations under SECTION 2.1, the Administrative Agent shall, at the request of
the Borrower, use reasonable efforts to find a bank or other financial
institution acceptable to the Borrower to replace such Lender on terms
acceptable to the Borrower and to have such bank or other financial institution
replace such Lender.

         SECTION 2.2. REDUCTION OF COMMITMENT AMOUNT. On and after the
Commitment Termination Date, the Commitment Amount shall automatically terminate
and be deemed to be zero.

         SECTION 2.3. BORROWING PROCEDURE. Subject to the terms and conditions
of this Agreement, each Lender severally agrees to advance the Loan to the
Borrower and the Borrower agrees to borrow in a single advance on the day
following the Note Repurchase Date an amount requested by the Borrower up to the
lesser of (a) the Commitment Amount and (b) the Note Repurchase Amount on a pro
rata basis determined by the Commitment of such Lender. Any portion of the
Commitment Amount which remains undrawn after the Advance Date shall no longer
be available to the Borrower. No amount of the Loan repaid or prepaid by the
Borrower may be reborrowed hereunder. By delivering a Borrowing Request to the
Administrative Agent on or before 6:00 p.m., New York time, on the Note



                                      -14-


Repurchase Date, the Borrower may irrevocably request a Base Rate Advance. On or
before 9:00 a.m., New York time, on the day following the Note Repurchase Date,
each Lender shall, without any set-off or counterclaim, deposit with the
Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify by notice to the Lenders. To the
extent funds are so received from the Lenders, the Administrative Agent shall,
without any set-off or counterclaim, make such funds available to the Borrower
on or before 10:00 a.m., New York time, on the day following the Note Repurchase
Date by wire transfer of same day funds to the accounts the Borrower shall have
specified in its Borrowing Request. No Lender's obligation to make any Loan
shall be affected by any other Lender's failure to make any Loan.

         SECTION 2.4. ELECTION OF LOAN TYPES; INTEREST PERIODS. By delivering an
Interest Period Notice to the Administrative Agent on or before 11:00 a.m., New
York time, on a Business Day, the Borrower may from time to time irrevocably
elect, on not less than three Business Days' notice in the case of LIBO Loans
and not less than same Business Day notice in the case of Base Rate Loans that
all, or any portion in an aggregate minimum amount of $10,000,000 and a multiple
of $1,000,000 (or the remaining amount of any Borrowing), of Loans be continued
as or designated as LIBO Loans or Base Rate Loans with, in the case of LIBO
Loans, an Interest Period of one, two, three or six months duration (or a longer
duration, subject to availability and the agreement of all the Lenders);
PROVIDED that each such continuation or designation shall be pro rated among the
applicable outstanding Loans of all Lenders. In the absence of delivery of an
Interest Period Notice with respect to any LIBO Loan at least two Business Days
before the last day of the then current Interest Period with respect thereto,
such LIBO Loan shall, on such last day, automatically be continued as a LIBO
Loan with an Interest Period of three-months' duration.

         SECTION 2.5. FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make or continue Loans hereunder by causing one of its foreign
branches or Affiliates (or an international banking facility created by such
Lender) to make or maintain such Loan; PROVIDED that such Loan shall nonetheless
be deemed to have been made and to be held by such Lender, and the obligation of
the Borrower to repay such Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking facility.

         SECTION 2.6. TERM NOTES. Each Lender's Loan under its Commitment shall
be evidenced by a Term Note payable to the order of such Lender in a maximum
principal amount equal to such Lender's Percentage of the Loan. The Borrower
hereby irrevocably authorizes each Lender to make (or cause to be made)
appropriate notations on the grid attached to such Lender's Term Note (or of any
continuation of such grid), which notations, if made, shall evidence, INTER
ALIA, the date of, the outstanding principal of, and the interest rate and
Interest Period applicable to the Loan evidenced thereby, PROVIDED that the
failure of any Lender to make any such notations shall not limit or otherwise
affect any Obligations of the Borrower.

         SECTION 2.7.  INCREASE IN COMBINED COMMITMENTS.

         (a) The Borrower shall have the right prior to the Note Repurchase
Date, without the consent of the Lenders but subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld), to



                                      -15-


effectuate from time to time an increase in the combined Commitments under this
Agreement by adding to this Agreement one or more commercial banks or financial
institutions (who shall, upon completion of the requirements of this SECTION 2.7
constitute "Lenders" hereunder) (an "Added Lender"), or by allowing one or more
Lenders in their sole discretion to increase their respective Commitments
hereunder (each an "Increasing Lender"), so that such added and increased
Commitments shall equal the increase in the Commitment Amount effectuated
pursuant to this SECTION 2.7; PROVIDED that (i) no added Commitment shall be
less than $5,000,000, (ii) no increase in or added Commitments pursuant to this
SECTION 2.7 shall result in combined Commitments exceeding $406,000,000, (iii)
no Lender's Commitment shall be increased under this SECTION 2.7 without the
consent of such Lender, (iv) there shall exist no Default or Event of Default
immediately prior to and immediately after giving effect to such increased or
added Commitment, and (v) there shall have been no ratable reduction of
Commitments pursuant to SECTION 2.2.1. The Borrower shall deliver or pay, as
applicable, to the Administrative Agent by 2:00 P.M. New York time on the fifth
Business Day preceding the effective date of any increase in the Commitment
Amount each of the following items with respect to each Added Lender and
Increasing Lender:

                  (i) a written notice of the Borrower's intention to increase
         the combined Commitments pursuant to this SECTION 2.7, which shall
         specify each new Lender, if any, the changes in amounts of Commitments
         that will result, and such other information as is reasonably requested
         by the Administrative Agent;

                  (ii) documents in the form of EXHIBIT F or EXHIBIT G as may be
         required by the Administrative Agent, executed and delivered by each
         new Lender and each Lender agreeing to increase its Commitment,
         pursuant to which it becomes a party hereto or increases its
         Commitment, as the case may be; and

                  (iii) a non-refundable processing fee of $3,500 with respect
         to each Added Lender or Increasing Lender for the sole account of the
         Administrative Agent.

         (b) Upon receipt of any notice referred to in clause (a)(i) above, the
Administrative Agent shall promptly notify each Lender thereof. Upon execution
and delivery of such documents and the payment of such fee (the "Increased
Commitment Date"), such new Lender shall constitute a "Lender" hereunder with a
Commitment as specified therein, or such Lender's Commitment shall increase as
specified therein, as the case may be. Immediately upon the effectiveness of the
addition of such Added Lender or the increase in the Commitment of such
Increasing Lender under this SECTION 2.7, the respective Percentages of the
Lenders shall be deemed modified as appropriate to correspond to such changed
combined Commitments

         (c) This section shall supercede any provisions in SECTION 11.1 to the
contrary.




                                      -16-




                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1. REPAYMENTS AND PREPAYMENTS.

         (a) The Borrower shall repay in full the unpaid principal amount of the
Loan upon the Stated Maturity Date. Prior thereto, the Borrower

                           (i) may, from time to time on any Business Day, make
                  a voluntary prepayment, in whole or in part, of the
                  outstanding principal amount of the Loan; PROVIDED that

                                    (A) any such prepayment shall be made PRO
                           RATA among all LIBO Rate Loans with the same Interest
                           Period, if any;

                                    (B) all such voluntary prepayments shall
                           require at least three Business Days' (or, if such
                           prepayment is to be made on the last day of an
                           Interest Period for such LIBO Rate Loans, two
                           Business Days') prior written notice to the
                           Administrative Agent; and

                                    (C) all such voluntary partial prepayments
                           shall be in an aggregate minimum amount of
                           $10,000,000 and a multiple of $1,000,000 (or the
                           remaining amount of the Loans being prepaid); and

                           (ii) shall, immediately upon any acceleration of the
                  Stated Maturity Date of the Loan pursuant to SECTION 8.2 or
                  8.3 or the mandatory repayment of the Loan pursuant to SECTION
                  9.2, repay the outstanding principal amount of the Loan.

         (b) Each prepayment made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 4.4.

         (c) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment to be made by it is due, that it does not
intend to remit such payment, the Administrative Agent may, in its sole and
absolute discretion, assume that the Borrower or the Lender, as the case may be,
has timely remitted such payment and may, in its sole and absolute discretion
and in reliance thereon, make available such payment to the Person entitled
thereto. If such payment was not in fact remitted to the Administrative Agent in
immediately available funds, then:

                           (i) if the Borrower failed to make such payment, each
                  Lender shall forthwith on demand repay to the Administrative
                  Agent the amount of such assumed payment made available to
                  such Lender, together with interest thereon in respect of each
                  day from and including the date such amount was made available



                                      -17-


                  by the Administrative Agent to such Lender to the date such
                  amount is repaid to the Administrative Agent at the Federal
                  Funds Rate; and

                           (ii) if any Lender failed to make such payment, the
                  Administrative Agent shall be entitled to recover such
                  corresponding amount on demand from such Lender. If such
                  Lender does not pay such corresponding amount forthwith upon
                  the Administrative Agent's demand therefor, the Administrative
                  Agent promptly shall notify the Borrower, and the Borrower
                  shall pay such corresponding amount to the Administrative
                  Agent. The Administrative Agent also shall be entitled to
                  recover from such Lender interest on such corresponding amount
                  in respect of each day from the date such corresponding amount
                  was made available by the Administrative Agent to the Borrower
                  to the date such corresponding amount is recovered by the
                  Administrative Agent, (A) from such Lender at a rate per annum
                  equal to the daily Federal Funds Rate, and (B) from the
                  Borrower, at a rate per annum equal to the interest rate
                  applicable to such Borrowing. Nothing herein shall be deemed
                  to relieve any Lender from its obligation to fulfill its
                  Commitment or to prejudice any rights which the Administrative
                  Agent or the Borrower may have against any Lender as a result
                  of any default by such Lender hereunder.

         (d) If the Administrative Agent or any Lender is required at any time
to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or
any official under any proceeding under Debtor Relief Laws, any portion of a
payment made by the Borrower, each Lender shall, on demand of the Administrative
Agent, return its share of the amount to be returned, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the daily Federal Funds Rate.

         SECTION 3.2. INTEREST PROVISIONS. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this SECTION 3.2.

         SECTION 3.2.1. PAYMENT OF INTEREST. The Borrower shall pay interest on
the outstanding and unpaid principal amount of the Loan, commencing on the first
date of the Loan until the Loan shall be repaid, at the applicable Base Rate or
LIBO Rate plus the Applicable Margin as designated by the Borrower in the
Borrowing Request or related Interest Period Notice or as otherwise provided
hereunder. Interest on the Loan shall be paid on the earlier of (a) in the case
of any Base Rate Loan, quarterly in arrears on the last Business Day of each
March, June, September and December, commencing on June 30, 2004, until the
Commitment Termination Date, at which date the entire principal amount of and
all accrued interest on the Loan shall be paid in full, (b) in the case of any
LIBO Rate Loan, on last day of the applicable Interest Period for such LIBO Rate
Loan and if such Interest Period extends for more than three (3) months, at
intervals of three (3) months after the first day of such Interest Period, and
(c) upon payment in full of the related LIBO Rate Loan. Each LIBO Rate Loan
shall bear interest from and including the first day of the applicable Interest
Period to (but not including) the last day of such Interest Period.




                                      -18-


         SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount
of the Loan is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower shall have become due and payable, the Borrower shall pay, but only to
the extent permitted by law, interest (after as well as before judgment) on such
amounts for each day during the period of such default at the Default Rate.

         SECTION 3.2.3. INTEREST RATE DETERMINATION; REPLACEMENT REFERENCE
LENDERS. Each Reference Lender agrees to furnish to the Administrative Agent
timely information for the purpose of determining the LIBO Rate in the event
that no offered quotation appears on Telerate Page 3750 and the Reuters Screen
LIBO Page and the LIBO Rate is to be determined by reference to quotations
supplied by the Reference Lenders. If any one or more of the Reference Lenders
shall fail to furnish in a timely manner such information to the Administrative
Agent for any such interest rate, the Administrative Agent shall determine such
interest rate on the basis of the information furnished by the remaining
Reference Lenders (PROVIDED, that, if all of the Reference Lenders other than
the Administrative Agent fail to supply the relevant quotations, the interest
rate will be fixed by reference only to the quotation obtained by the
Administrative Agent in its capacity as a Reference Lender). If a Reference
Lender ceases for any reason to be able and willing to act as such, the
Administrative Agent shall, at the direction of the Required Lenders and after
consultation with the Borrower and the Lenders, appoint a replacement for such
Reference Lender reasonably acceptable to the Borrower, and such replaced
Reference Lender shall cease to be a Reference Lender hereunder. The
Administrative Agent shall furnish to the Borrower and to the Lenders each
determination of the LIBO Rate made by reference to quotations of interest rates
furnished by Reference Lenders.

         SECTION 3.2.4. ADJUSTMENT OF APPLICABLE MARGIN AND FACILITY FEE. The
Borrower and each Lender party hereto agrees that the Applicable Margin and the
Facility Fee shall be automatically adjusted and deemed amended hereunder to
reflect any increase in the "Applicable Margin" or the "Applicable Percentage"
as defined and set forth in the Existing Revolving Credit Agreement and any
refinancing or replacement thereof. Any such increase in the Applicable Margin
or the Applicable Percentage hereunder shall take effect at the same time as the
corresponding increase in the Existing Revolving Credit Agreement or the
refinancing or replacement thereof.

         SECTION 3.3. FEES.

         SECTION 3.3.1. FACILITY FEE. For the period beginning on the Closing
Date and ending on the earlier to occur of (a) the Commitment Termination Date
and (b) the Note Repurchase Date, the Borrower agrees to pay to the
Administrative Agent, for the pro rata benefit of the Lenders based on their
Lender's Percentages, a facility fee equal to the Applicable Percentage
multiplied by the Commitment Amount. Such fees shall be due in arrears on the
last Business Day of each March, June, September and December commencing on June
29, 2001, to and on the earlier to occur of (i) the Commitment Termination Date
and (ii) the Note Repurchase Date.

         SECTION 3.3.2. COMMITMENT FEE. On the Advance Date, the Borrower agrees
to pay to the Administrative Agent, for the pro rata benefit of the Lenders
based on their Lender's Percentages, a commitment fee equal to 25 basis points



                                      -19-


multiplied by the Commitment Amount. Notwithstanding the foregoing, so long as
any Lender fails to make available any portion of its Commitment when requested,
such Lender shall not be entitled to receive payment of its pro rata share of
such commitment fee until such Lender shall make available such portion.

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

         SECTION 4.1. LIBO RATE LENDING UNLAWFUL. If the introduction of or any
change in or in the interpretation of any law makes it unlawful, or any central
bank or other governmental authority having jurisdiction over such Lender
asserts that it is unlawful, for such Lender to make, continue or maintain any
Loan bearing interest at a rate based on the LIBO Rate, the obligations of such
Lender to make, continue or maintain any Loans bearing interest at a rate based
on the LIBO Rate shall, upon notice thereof to the Borrower, the Administrative
Agent and each other Lender, forthwith be suspended until the circumstances
causing such suspension no longer exist, PROVIDED that such Lender's obligation
to make, continue and maintain Loans hereunder shall be automatically converted
into an obligation to make, continue and maintain Loans bearing interest at a
rate to be negotiated between such Lender and the Borrower that is the
equivalent of the sum of the LIBO Rate for the relevant Interest Period PLUS the
Applicable Margin and shall otherwise be treated as a LIBO Loan.

         SECTION 4.2. DEPOSITS UNAVAILABLE. If the Administrative Agent shall
have determined that:

                  (a) Dollar deposits in the relevant amount and for the
         relevant Interest Period are not available to the Reference Lenders in
         their relevant market; or

                  (b) by reason of circumstances affecting the Reference
         Lenders' relevant market, adequate means do not exist for ascertaining
         the interest rate applicable hereunder to LIBO Loans,

then the Administrative Agent shall give notice of such determination
(hereinafter called a "DETERMINATION NOTICE") to the Borrower and each of the
Lenders. The Borrower, the Lenders and the Administrative Agent shall then
negotiate in good faith in order to agree upon a mutually satisfactory interest
rate and interest period (or interest periods) to be substituted for those which
would otherwise have applied under this Agreement. If the Borrower, the Lenders
and the Administrative Agent are unable to agree upon an interest rate (or
rates) and interest period (or interest periods) prior to the date occurring
thirty days after the giving of such Determination Notice, the Administrative
Agent shall (after consultation with the Lenders) set an interest rate and an
interest period (or interest periods), in each case to take effect at the end of
the Interest Period current at the date of the Determination Notice, which rate
(or rates) shall be equal to the sum of the Applicable Margin and the cost to



                                      -20-


each of the Lenders of funding its respective Commitment. In the event that the
circumstances described in this SECTION 4.2 shall extend beyond the end of an
interest period agreed or set pursuant hereto, the foregoing procedure shall be
repeated as often as may be necessary.

         SECTION 4.3. INCREASED LIBO RATE LOAN COSTS, ETC. If a change in
any applicable treaty, law, regulation or regulatory requirement or in the
interpretation thereof or in its application to the Borrower, or if compliance
by any Lender with any applicable direction, request, requirement or guideline
(whether or not having the force of law) of any governmental or other authority
insofar as it may be changed or imposed after the date hereof, shall:

                  (a) subject any Lender to any taxes, levies, duties, charges,
         fees, deductions or withholdings of any nature with respect to its
         Commitment or any part thereof imposed, levied, collected, withheld or
         assessed by any jurisdiction or any political subdivision or taxing
         authority thereof (other than taxation on overall net income and, to
         the extent such taxes are described in SECTION 4.6, withholding taxes);
         or

                  (b) change the basis of taxation to any Lender (other than a
         change in taxation on the overall net income of such Lender) of
         payments of principal or interest or any other payment due or to become
         due pursuant to this Agreement; or

                  (c) impose, modify or deem applicable any reserve or capital
         adequacy requirements (other than the reserve costs described in
         SECTION 4.7) or other banking or monetary controls or requirements
         which affect the manner in which a Lender shall allocate its capital
         resources to its obligations hereunder or require the making of any
         special deposits against or in respect of any assets or liabilities of,
         deposits with or for the account of, or loans by, any Lender (PROVIDED
         that such Lender shall, unless prohibited by law, allocate its capital
         resources to its obligations hereunder in a manner which is consistent
         with its present treatment of the allocation of its capital resources);
         or

                  (d) impose on any Lender any other condition affecting its
         Commitment or any part thereof,

and the result of any of the foregoing is either (i) to increase the cost to
such Lender of making available its share of the Commitment Amount or
maintaining its Commitment or any part thereof, (ii) to reduce the amount of any
payment received by such Lender or its effective return hereunder or on its
capital or (iii) to cause such Lender to make any payment or to forego any
return based on any amount received or receivable by such Lender hereunder, then
and in any such case if such increase or reduction in the opinion of such Lender
materially affects the interests of such Lender, (A) the Lender concerned shall
(through the Administrative Agent) notify the Borrower of the occurrence of such
event and use reasonable efforts to avoid the effects of such law, regulation or
regulatory requirement or any change therein or in the interpretation thereof
and, in particular, shall consider, subject to obtaining any necessary consents,
fulfilling its obligations through another office or transferring its Commitment


                                      -21-


to one or more of its Affiliates or other financial institutions not affected by
such law, regulation or regulatory requirement and (B) the Borrower shall
forthwith upon demand pay to the Administrative Agent for the account of such
Lender such amount as is necessary to compensate such Lender for such additional
cost or such reduction and ancillary expenses, including taxes, incurred as a
result of such adjustment. Such notice shall (i) describe in reasonable detail
the event leading to such additional cost, together with the approximate date of
the effectiveness thereof, (ii) set forth the amount of such additional cost,
(iii) describe the manner in which such amount has been calculated, (iv) certify
that the method used to calculate such amount is the Lender's standard method of
calculating such amount, (v) certify that such request is consistent with its
treatment of other borrowers that are subject to similar provisions, and (vi)
certify that, to the best of its knowledge, such change in circumstance is of
general application to the commercial banking industry in such Lender's
jurisdiction of organization or in the relevant jurisdiction in which such
Lender does business. Notwithstanding the foregoing, the Borrower shall not be
obligated to reimburse any Lender for any additional cost under this SECTION 4.3
arising prior to 60 days preceding the date of request unless the applicable law
or regulation is expressly imposed retroactively, in which case such notice
shall be provided to the Borrower not later than 90 days after the date that
such Lender reasonably should have learned of such law or regulation (and in
such case the Borrower's obligation to pay additional amounts to such Lender
under this Section for periods prior to such 60-day period is conditioned on the
giving of such timely notice).

         SECTION 4.4. FUNDING LOSSES. In the event any Lender shall incur any
loss or expense by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to make, continue or maintain any portion of
the principal amount of any Loan as a LIBO Loan as a result of:

                  (a) any conversion or repayment or prepayment of the principal
         amount of any Loans on a date other than the scheduled last day of the
         Interest Period applicable thereto, whether pursuant to SECTION 3.1 or
         otherwise; or

                  (b) any Loans not being made in accordance with the Borrowing
         Request therefor due to the fault of the Borrower or as a result of any
         of the conditions precedent set forth in ARTICLE V not being satisfied;

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five Business Days of its
receipt thereof, pay directly to such Lender such amount as will reimburse such
Lender for such loss or expense. Such written notice shall include calculations
in reasonable detail setting forth the loss or expense to such Lender.

         SECTION 4.5. INCREASED CAPITAL COSTS. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority increases the amount of capital required to be
maintained by any Lender or any Person controlling such Lender, and the rate of
return on its or such controlling Person's capital as a consequence of its
Commitment or the Loans made by such Lender is reduced to a level below that
which such Lender or such controlling Person would have achieved but for the
occurrence of any such change in circumstance, then, in any such case upon
notice from time to time by such Lender to the Borrower, the Borrower shall
immediately pay directly to such Lender additional amounts sufficient to



                                      -22-


compensate such Lender or such controlling Person for such reduction in rate of
return. Any such notice shall (i) describe in reasonable detail the capital
adequacy requirements which have been imposed, together with the approximate
date of the effectiveness thereof, (ii) set forth the amount of such lowered
return, (iii) describe the manner in which such amount has been calculated, (iv)
certify that the method used to calculate such amount is such Lender's standard
method of calculating such amount, (v) certify that such request for such
additional amounts is consistent with its treatment of other borrowers that are
subject to similar provisions and (vi) certify that, to the best of its
knowledge, such change in circumstances is of general application to the
commercial banking industry in the jurisdictions in which such Lender does
business. In determining such amount, such Lender may use any method of
averaging and attribution that it shall, subject to the foregoing sentence, deem
applicable. Each Lender will take all reasonable actions that are available to
it to avoid such reduction in such rate of return (including by designating a
different LIBOR Office), provided that no Lender shall be obligated to designate
a LIBOR Office located in the United States. Notwithstanding the foregoing, the
Borrower shall not be obligated to reimburse any Lender for any lowered return
under this Section 4.5 arising prior to 60 days preceding the date of request
unless the applicable law or regulation is expressly imposed retroactively, in
which case such notice shall be provided to the Borrower not later than 90 days
after the date that such Lender reasonably should have learned of such law or
regulation (and in such case the Borrower's obligation to pay additional amounts
to such Lender for such reduction for any period prior to such 60-day period is
conditioned on the giving of such timely notice).

         SECTION 4.6. TAXES. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but
excluding (i) franchise taxes and taxes imposed on or measured by any Lender's
net income or receipts and (ii) any tax imposed by reason of (A) the failure of
the certification made by any Lender on any form provided pursuant to the last
paragraph of this SECTION 4.6 to be true and correct when made in all material
respects or (B) the failure of the Administrative Agent or any Lender to comply
with the last paragraph of this SECTION 4.6 or (C) the failure by any Lender to
file any other certification, notification, statement, return or other document
that it is entitled to file (such non-excluded items being called "Taxes"). In
the event that any withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Taxes pursuant to any
applicable law, rule or regulation, then the Borrower will:

                  (a) pay directly to the relevant authority the full amount
         required to be so withheld or deducted;

                  (b) promptly forward to the Administrative Agent an official
         receipt or other documentation satisfactory to the Administrative Agent
         evidencing such payment to such authority; and

                  (c) pay to the Administrative Agent for the account of the
         Lenders such additional amount or amounts as is necessary to ensure
         that the net amount actually received by each Lender will equal the
         full amount such Lender would have received had no such withholding or
         deduction been required.




                                      -23-


Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and the Borrower will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such person would have received
had no such Taxes been asserted.

         The Administrative Agent and each Lender shall take all reasonable
actions that are available to it to avoid the imposition of any Taxes on
payments by the Borrower hereunder.

         If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure (so long as such amount did not become payable as a result of the
failure of such Lender to provide timely notice to the Borrower of the assertion
of a liability related to the payment of Taxes). For purposes of this SECTION
4.6, a distribution hereunder by the Administrative Agent or any Lender to or
for the account of any Lender shall be deemed a payment by the Borrower.

         If any Lender is entitled to any refund, credit, deduction or other
reduction in tax by reason of any payment made by the Borrower in respect of any
tax under this SECTION 4.6 or by reason of any payment made by the Borrower
pursuant to SECTION 4.3, such Lender shall use reasonable efforts to obtain such
refund, credit, deduction or other reduction and, promptly after receipt
thereof, will pay to the Borrower such amount (plus any interest received by
such Lender in connection with such refund, credit, deduction or reduction) as
is equal to the net after-tax value to such Lender of such part of such refund,
credit, deduction or reduction as such Lender reasonably determines is allocable
to such tax or such payment, provided that no Lender shall be obligated to
disclose to the Borrower any information regarding its tax affairs or tax
computations.

         Each Lender (and each Participant) that is organized under the laws of
a jurisdiction other than the United States agrees with the Borrower and the
Administrative Agent that it will (a) provide to the Administrative Agent (and
the Administrative Agent agrees to forward to the Borrower) an appropriately
executed copy of Internal Revenue Service Form 4224 certifying that any payments
made to or for the benefit of such Lender or such Participant are effectively
connected with a trade or business in the United States (or, alternatively,
Internal Revenue Service Form 1001, but only if the applicable treaty described
in such form provides for a complete exemption from U.S. federal income tax
withholding), or any successor form, on or prior to the date hereof (or, in the
case of any assignee Lender or Participant, on or prior to the date of the
relevant assignment or participation), and (b) notify the Administrative Agent
and the Borrower if the certifications made on any form provided pursuant to
this paragraph are no longer accurate and true in all material respects.



                                      -24-


         SECTION 4.7. RESERVE COSTS. Without in any way limiting the Borrower's
obligations under SECTION 4.3, the Borrower shall pay to each Lender on the last
day of each Interest Period, so long as the relevant LIBOR Office of such Lender
is required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the F.R.S. Board, upon notice from such Lender, an additional
amount equal to the product of the following for each Loan for each day during
such Interest Period:

                  (i) the principal amount of such Loan outstanding on such day;
         and

                  (ii) the remainder of (x) a fraction the numerator of which is
         the rate (expressed as a decimal) at which interest accrues on such
         Loan for such Interest Period as provided in this Agreement (less the
         Applicable Margin) and the denominator of which is one MINUS any
         increase after the Effective Date in the effective rate (expressed as a
         decimal) at which such reserve requirements are imposed on such Lender
         MINUS (y) such numerator; and

                  (iii) 1/360.

Such notice shall (i) describe in reasonable detail the reserve requirement that
has been imposed, together with the approximate date of the effectiveness
thereof, (ii) set forth the applicable reserve percentage, (iii) certify that
such request is consistent with such Lender's treatment of other borrowers that
are subject to similar provisions and (iv) certify that, to the best of its
knowledge, such requirements are of general application in the commercial
banking industry in the United States.

Each Lender will take all reasonable actions that are available to it to avoid
the requirement of maintaining such reserves (including by designating a
different LIBOR Office), PROVIDED that no Lender shall be obligated to designate
a LIBOR Office located in the United States.

         SECTION 4.8. REPLACEMENT LENDERS, ETC. If the Borrower shall be
required to make any payment to any Lender pursuant to SECTION 4.3, 4.4, 4.5,
4.6 or 4.7, the Borrower shall be entitled at any time (so long as no Default
and no Prepayment Event shall have occurred and be continuing) within 180 days
after receipt of notice from such Lender of such required payment to (a)
terminate such Lender's Commitment and such Lender's right to receive any fee
described in SECTION 3.3 accruing after such termination, (b) prepay the
affected portion of such Lender's Loans in full, together with accrued interest
thereon through the date of such prepayment (PROVIDED that the Borrower shall
not prepay any such Lender pursuant to this clause (b) without replacing such
Lender, pursuant to the following clause (c) until a 30-day period shall have
elapsed during which the Borrower and the Administrative Agent shall have
attempted in good faith to replace such Lender), and/or (c) replace such Lender
with another bank reasonably acceptable to the Administrative Agent. Each Lender
represents and warrants to the Borrower that, as of the date of this Agreement
(or, with respect to any Lender not a party hereto on the date hereof, on the
date that such Lender becomes a party hereto), there is no existing treaty, law,
regulation, regulatory requirement, interpretation, directive, guideline,
decision or request pursuant to which such Lender would be entitled to request
any payments under any of SECTIONS 4.3, 4.4, 4.5, 4.6 and 4.7 to or for account
of such Lender.




                                      -25-


         SECTION 4.9. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Term
Notes or any other Loan Document shall be made by the Borrower to the
Administrative Agent for the PRO RATA account of the Lenders entitled to receive
such payment. All such payments required to be made to the Administrative Agent
shall be made, without setoff, deduction or counterclaim, not later than 11:00
a.m., New York time, on the date due, in same day or immediately available funds
through the New York Clearing House Interbank Payments System (or such other
funds as may be customary for the settlement of international banking
transactions in Dollars), to such account as the Administrative Agent shall
specify from time to time by notice to the Borrower. Funds received after that
time shall be deemed to have been received by the Administrative Agent on the
next succeeding Business Day. The Administrative Agent shall promptly (but in
any event on the same Business Day that the same are received or, as
contemplated in the immediately preceding sentence, deemed received) remit in
same day funds to each Lender its share, if any, of such payments received by
the Administrative Agent for the account of such Lender without any setoff,
deduction or counterclaim. All interest and fees shall be computed on the basis
of the actual number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee is payable over
a year comprised of 360 days. Whenever any payment to be made shall otherwise be
due on a day which is not a Business Day, such payment shall (except as
otherwise required by CLAUSE (C) of the definition of the term "INTEREST PERIOD"
with respect to LIBO Rate Loans) be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees, if any,
in connection with such payment.

         SECTION 4.10. SHARING OF PAYMENTS. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Loan (other than pursuant to the terms of
SECTIONS 4.3, 4.4, 4.5, 4.6, and 4.7) in excess of its PRO RATA share of
payments then or therewith obtained by all Lenders, such Lender shall purchase
from the other Lenders such participations in Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment or other
recovery ratably with each of them; PROVIDED that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
Lender, the purchase shall be rescinded and each Lender which has sold a
participation to the purchasing Lender shall repay to the purchasing Lender the
purchase price to the ratable extent of such recovery together with an amount
equal to such selling Lender's ratable share (according to the proportion of (a)
the amount of such selling Lender's required repayment to the purchasing Lender
TO (b) the total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section may, to the fullest
extent permitted by law, exercise all its rights of payment (including pursuant
to SECTION 4.9) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation. If
under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section to share in the benefits of any recovery on such secured
claim.



                                      -26-


         SECTION 4.11. SETOFF. Each Lender shall have the right to appropriate
and apply to the payment of the Obligations owing to it any and all balances,
credits, deposits, accounts or moneys of the Borrower then or thereafter
maintained with such Lender; PROVIDED that any such appropriation and
application shall be subject to the provisions of SECTION 4.10. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such setoff and application made by such Lender; PROVIDED that the failure to
give such notice shall not affect the validity of such setoff and application.
The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

         SECTION 4.12. USE OF PROCEEDS. The Borrower shall apply the proceeds of
each Borrowing in accordance with the first recital; without limiting the
foregoing, no proceeds of any Loan will be used to acquire any "margin stock",
as defined in F.R.S. Board Regulation U.

                                    ARTICLE V

                    CONDITIONS TO EFFECTIVENESS AND BORROWING

         SECTION 5.1. EFFECTIVENESS. This Agreement shall only become effective
upon the prior or concurrent satisfaction of each of the conditions precedent
set forth in this SECTION 5.1.

         SECTION 5.1.1. DELIVERY OF AGREEMENT. The Administrative Agent and the
Borrower shall have received counterparts hereof executed on behalf of the
Borrower and each Lender and notice thereof shall have been given by the
Administrative Agent to the Borrower and each Lender.

         SECTION 5.1.2. RESOLUTIONS, ETC. The Administrative Agent shall have
received from the Borrower;

                  (a) a certificate, dated the date of the Closing Date, of its
         Secretary or Assistant Secretary as to the incumbency and signatures of
         those of its officers authorized to act with respect to this Agreement
         and each other Loan Document and as to the truth and completeness of
         the attached:

                           (i) resolutions of its Board of Directors then in
                  full force and effect authorizing the execution, delivery and
                  performance of this Agreement and each other Loan Document,
                  and

                           (ii) Organic Documents of the Borrower,

         and upon which certificate each Lender may conclusively rely until it
         shall have received a further certificate of the Secretary of the
         Borrower canceling or amending such prior certificate; and



                                      -27-


                  (b) a Certificate of Good Standing issued by the relevant
         Liberian authorities in respect of the Borrower.

         SECTION 5.1.3. OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, dated the Closing Date and addressed to the Administrative
Agent and each Lender, from:

                  (a) Michael J. Smith, Esq., counsel to the Borrower,
         substantially in the form of EXHIBIT D-1 hereto; and

                  (b) Watson, Farley & Williams, counsel to the Borrower, as to
         Liberian Law, substantially in the form of EXHIBIT D-2 hereto.

         SECTION 5.1.4. NO MATERIAL ADVERSE CHANGE. There shall not have
occurred any change since March 31, 2001 in the business, assets, liabilities
(actual or contingent), operations, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole, which change
would have a Material Adverse Effect.

         SECTION 5.1.5. NOTE OFFERING. The Note Offering shall be consummated
and the Administrative Agent shall have received copies of the executed
Indenture certified as true and correct by an Authorized Officer.

         SECTION 5.2. BORROWING. The obligations of the Lenders to fund the
Borrowing on the Advance Date shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this SECTION 5.2.

         SECTION 5.2.1. RESOLUTIONS, ETC. The Administrative Agent shall have
received from the Borrower:

                  (a) a certificate, dated the date of the Borrowing, of its
         Secretary or Assistant Secretary that the authorizing resolutions of
         its Board of Directors delivered on the Closing Date are in full force
         and effect and have not been modified or rescinded; and

                  (b) a Certificate of Good Standing issued by the relevant
         Liberian authorities in respect of the Borrower.

         SECTION 5.2.2. DELIVERY OF TERM NOTES. The Administrative Agent shall
have received, for the account of the respective Lenders, the Term Notes duly
executed and delivered by the Borrower.

         SECTION 5.2.3. OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, dated the date of the Borrowing and addressed to the
Administrative Agent and each Lender, from Michael J. Smith, Esq., counsel to
the Borrower and Watson, Farley & Williams, counsel to the Borrower, as to
Liberian Law confirming in all respects as of the Advance Date the opinions
delivered by such counsel on the Closing Date



                                      -28-


         SECTION 5.2.4. FEES, EXPENSES, ETC. The Administrative Agent shall
have received for its own account, or for the account of each Lender, as the
case may be, all fees the Borrower shall have agreed in writing to pay to the
Administrative Agent (whether for its own account or for that of any of the
Lenders) on or prior to the Advance Date.

         SECTION 5.2.5. NO MATERIAL ADVERSE CHANGE. There shall not have
occurred any change since March 31, 2001 in the business, assets, liabilities
(actual or contingent), operations, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole, which change
would have a Material Adverse Effect.

         SECTION 5.2.6. COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both
before and after giving effect to the Borrowing the following statements shall
be true and correct:

                  (a) the representations and warranties set forth in ARTICLE VI
         (excluding, however, those contained in SECTIONS 6.10 and 6.13) shall
         be true and correct with the same effect as if then made; and

                  (b) no Default and no Prepayment Event and no event which
         (with notice or lapse of time or both) would become a Prepayment Event
         shall have then occurred and be continuing.

         SECTION 5.2.7. BORROWING REQUEST. The Administrative Agent shall
have received a Borrowing Request for the Borrowing. Each of the delivery of a
Borrowing Request and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing (both immediately before and after giving effect to
such Borrowing and the application of the proceeds thereof) the statements made
in SECTION 5.2.6 are true and correct.

         SECTION 5.2.8. NOTE REPURCHASE. A Purchase Notice (as defined in
Section 1110 of the Indenture) shall have been provided, and not withdrawn, by
any holder of the Convertible Notes.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders and the Administrative Agent to enter into this
Agreement and to make the Loan hereunder, the Borrower represents and warrants
to the Administrative Agent and each Lender as set forth in this ARTICLE VI as
of the Closing Date and, except with respect to the representations and
warranties in SECTION 6.10 and 6.13, as of the Advance Date.

         SECTION 6.1. ORGANIZATION, ETC. The Borrower and each of the Principal
Subsidiaries is a corporation validly organized and existing and in good
standing under the laws of its jurisdiction of incorporation; the Borrower is
duly qualified to do business and is in good standing as a foreign corporation



                                      -29-


in each jurisdiction where the nature of its business requires such
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect; and the Borrower has full power and authority, has
taken all corporate action and holds all governmental and creditors' licenses,
permits, consents and other approvals necessary to enter into each Loan Document
and to perform the Obligations.

         SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document, are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, and do not:

                  (a) contravene the Borrower's Organic Documents;

                  (b) contravene any law or governmental regulation of any
         Applicable Jurisdiction;

                  (c) contravene any court decree or order binding on the
         Borrower or any of its property;

                  (d) contravene any contractual restriction binding on the
         Borrower or any of its property; or

                  (e) result in, or require the creation or imposition of, any
         Lien on any of the Borrower's properties.

         SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower of this Agreement or any other Loan
Document (except for authorizations or approvals not required to be obtained on
or prior to the Closing Date that have been obtained or actions not required to
be taken on or prior to the Closing Date that have been taken). Each of the
Borrower and each Principal Subsidiary holds all governmental licenses, permits
and other approvals required to conduct its business as conducted by it on the
Closing Date, except to the extent the failure to hold any such licenses,
permits or other approvals would not have a Material Adverse Effect.

         SECTION 6.4. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower and each
Principal Subsidiary is in compliance with all applicable Environmental Laws,
except to the extent that the failure to so comply would not have a Material
Adverse Effect.

         SECTION 6.5. VALIDITY, ETC. This Agreement constitutes, and the Term
Notes will, on the due execution and delivery thereof, constitute, the legal,
valid and binding obligations of the Borrower enforceable in accordance with
their respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by general equitable principles.



                                      -30-


         SECTION 6.6. FINANCIAL INFORMATION. The consolidated balance sheet of
the Borrower and its Subsidiaries as at December 31, 2000, and the related
consolidated statements of operations and cash flows of the Borrower and its
Subsidiaries, copies of which have been furnished to the Administrative Agent
and each Lender, have been prepared in accordance with GAAP, and present fairly
the consolidated financial condition of the Borrower and its Subsidiaries as at
December 31, 2000 and the results of their operations for the Fiscal Year then
ended, and no change has occurred in the Borrower's financial condition since
December 31, 2000 that might reasonably be expected to materially adversely
affect its ability to perform the Obligations.

         SECTION 6.7. NO DEFAULTS UNDER MATERIAL AGREEMENTS. Neither the
Borrower nor any Principal Subsidiary is in default (a) under any material
agreement by which it is bound or (b) in respect of any financial commitment or
actual or contingent obligation (including obligations under guarantees),
except, in each case, to the extent that such default would not have a Material
Adverse Effect.

         SECTION 6.8. NO DEFAULT, EVENT OF DEFAULT OR PREPAYMENT EVENT. No
Default, Event of Default or Prepayment Event has occurred and is continuing.

         SECTION 6.9. LITIGATION. Except as set forth in filings made by the
Borrower with the Securities and Exchange Commission, there is no pending or, to
the knowledge of the Borrower, threatened litigation, action or proceeding
against the Borrower or any Principal Subsidiary, or any of the properties,
businesses, assets or revenues of the Borrower or any Principal Subsidiary,
which (in the reasonable opinion of the Borrower) might reasonably be expected
to materially adversely affect the financial condition of the Borrower and the
Principal Subsidiaries, taken as a whole (collectively, "MATERIAL LITIGATION").

         SECTION 6.10. VESSELS. Each Vessel is

                  (a) legally and beneficially owned by the Borrower or a
         Principal Subsidiary,

                  (b) registered in the name of the Borrower or such Principal
         Subsidiary under the flag identified in ITEM 6.10(B) of the Disclosure
         Schedule,

                  (c) classed as required by SECTION 7.1.4(B),

                  (d) free of all recorded Liens, other than liens permitted by
         SECTION 7.2.3,

                  (e) insured against loss or damage in compliance with SECTION
         7.1.5, and

                  (f) chartered exclusively to the Borrower or one of the
         Borrower's wholly-owned Subsidiaries.

         SECTION 6.11. SUBSIDIARIES. The Borrower has no Subsidiaries on the
Closing Date, except those Subsidiaries which are identified in ITEM 6.11 of the
Disclosure Schedule. All Existing Principal Subsidiaries are designated with an



                                      -31-


asterisk in ITEM 6.11 of the Disclosure Schedule. All Existing Principal
Subsidiaries are direct or indirect wholly-owned Subsidiaries of the Borrower,
except to the extent any such Existing Principal Subsidiary or an interest
therein has been sold in accordance with CLAUSE (B) of SECTION 7.2.7 or such
Existing Principal Subsidiary no longer owns a Vessel.

         SECTION 6.12. OBLIGATIONS RANK PARI PASSU. The Obligations rank at
least PARI PASSU in right of payment and in all other respects with all other
unsecured unsubordinated Indebtedness of the Borrower.

         SECTION 6.13. WITHHOLDING, ETC. As of the Closing Date, no payment
to be made by the Borrower under any Loan Document is subject to any withholding
or like tax imposed by any Applicable Jurisdiction.

         SECTION 6.14. NO FILING, ETC, REQUIRED. No filing, recording or
registration and no payment of any stamp, registration or similar tax is
necessary under the laws of any Applicable Jurisdiction to ensure the legality,
validity, enforceability, priority or admissibility in evidence of this
Agreement or the other Loan Documents (except for filings, recordings,
registrations or payments not required to be made on or prior to the Closing
Date that have been made).

         SECTION 6.15. NO IMMUNITY. The Borrower is subject to civil and
commercial law with respect to the Obligations. Neither the Borrower nor any of
its properties or revenues is entitled to any right of immunity in any
Applicable Jurisdiction from suit, court jurisdiction, judgment, attachment
(whether before or after judgment), set-off or execution of a judgment or from
any other legal process or remedy relating to the Obligations (to the extent
such suit, court jurisdiction, judgment, attachment, set-off, execution, legal
process or remedy would otherwise be permitted or exist).

         SECTION 6.16. PENSION PLANS. To the extent that, at any time after
the Effective Date, there are any Pension Plans, no steps will have been taken
to terminate any Pension Plan, and no contribution failure will have occurred
with respect to any Pension Plan, in each case which could (a) give rise to a
Lien under section 302 (f) of ERISA and (b) result in the incurrence by the
Borrower or any member of the Controlled Group of any material liability, fine
or penalty.

         SECTION 6.17. INVESTMENT COMPANY ACT. Neither the Borrower nor any
of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940.

         SECTION 6.18. REGULATION U. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, F.R.S. Board Regulation U. Terms for which
meanings are provided in F.R.S. Board Regulation U or any regulations
substituted therefor, as from time to time in effect, are used in this Section
with such meanings.



                                      -32-


         SECTION 6.19. ACCURACY OF INFORMATION. The financial and other
information furnished to the Administrative Agent and the Lenders in writing by
or on behalf of the Borrower by its chief financial officer, treasurer or
corporate controller in connection with the negotiation of this Agreement is, to
the best knowledge and belief of the Borrower, true and correct and contains no
misstatement of a fact of a material nature (provided that all projections and
other forward-looking information is based on the Borrower's best good faith
estimates). All financial and other information furnished to the Administrative
Agent and the Lenders in writing by or on behalf of the Borrower by its chief
financial officer, treasurer or corporate controller after the date of this
Agreement shall have been prepared by the Borrower in good faith.

                                   ARTICLE VII

                                    COVENANTS

         SECTION 7.1. AFFIRMATIVE COVENANTS. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have terminated
and all Obligations have been paid in full, the Borrower will perform the
obligations set forth in this SECTION 7.1.

         SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. The
Borrower will furnish, or will cause to be furnished, to the Administrative
Agent (with sufficient copies for distribution to each Lender) the following
financial statements, reports, notices and information:

                  (a) as soon as available and in any event within 60 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year
         of the Borrower, a copy of the Borrower's report on Form 6-K (or any
         successor form) as filed by the Borrower with the Securities and
         Exchange Commission for such Fiscal Quarter, containing unaudited
         consolidated financial statements of the Borrower for such Fiscal
         Quarter (including a balance sheet and profit and loss statement)
         prepared in accordance with GAAP, subject to normal year-end audit
         adjustments;

                  (b) as soon as available and in any event within 120 days
         after the end of each Fiscal Year of the Borrower, a copy of the
         Borrower's annual report on Form 20-F (or any successor form) as filed
         by the Borrower with the Securities and Exchange Commission for such
         Fiscal Year, containing audited consolidated financial statements of
         the Borrower for such Fiscal Year prepared in accordance with GAAP
         (including a balance sheet and profit and loss statement) and audited
         by PricewaterhouseCoopers LLP or another firm of independent public
         accountants of similar standing;

                  (c) together with each of the statements delivered pursuant to
         the foregoing clause (a) or (b), a certificate, executed by the chief
         financial officer, the treasurer or the corporate controller of the
         Borrower, showing, as of the last day of the relevant Fiscal Quarter or
         Fiscal Year (a) compliance with the covenants set forth in SECTION
         7.2.4 (in reasonable detail and with appropriate calculations and



                                      -33-


         computations in all respects reasonably satisfactory to the
         Administrative Agent) and (b) any material changes to ITEM 6.11 of the
         Disclosure Schedule since the Closing Date or the last such certificate
         delivered pursuant to this clause (as the case may be);

                  (d) as soon as possible after the occurrence of a Default or
         Prepayment Event, a statement of the chief financial officer of the
         Borrower setting forth details of such Default or Prepayment Event (as
         the case may be) and the action which the Borrower has taken and
         proposes to take with respect thereto;

                  (e) as soon as the Borrower becomes aware thereof, notice of
         any Material Litigation;

                  (f) as soon as the Borrower becomes aware thereof, notice of
         any event which, in its reasonable opinion, might have a material
         adverse effect on the Borrower's ability to (i) pay when due principal
         of or interest on the Loans or other amounts payable by the Borrower
         hereunder or (ii) perform its other obligations hereunder and under the
         other Loan Documents;

                  (g) promptly after the sending or filing thereof, copies of
         all reports which the Borrower sends to all holders of each security
         issued by the Borrower, and all registration statements which the
         Borrower or any of its Subsidiaries files with the Securities and
         Exchange Commission or any national securities exchange; and

                  (h) such other information respecting the condition or
         operations, financial or otherwise, of the Borrower or any of its
         Subsidiaries as any Lender through the Administrative Agent may from
         time to time reasonably request.

         SECTION 7.1.2. APPROVALS AND OTHER CONSENTS. The Borrower will
obtain (or cause to be obtained) all such governmental licenses, authorizations,
consents, permits and approvals as may be required for (a) the Borrower to
perform its obligations under this Agreement and the other Loan Documents and
(b) the operation of each Vessel in compliance with all applicable laws.

         SECTION 7.1.3. COMPLIANCE WITH LAWS, ETC. The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, except to the extent that the
failure to so comply would not have a Material Adverse Effect, which compliance
shall in any case include (but not be limited to):

                  (a) in the case of each of the Borrower and the Principal
         Subsidiaries, the maintenance and preservation of its corporate
         existence (subject to the provisions of SECTION 7.2.6);

                  (b) in the case of the Borrower, maintenance of its
         qualification as a foreign corporation in the State of Florida, except
         to the extent that the failure to so qualify would not have a Material
         Adverse Effect;




                                      -34-


                  (c) the payment, before the same become delinquent, of all
         taxes, assessments and governmental charges imposed upon it or upon its
         property if the failure to pay the same would have a Material Adverse
         Effect, except to the extent being diligently contested in good faith
         by appropriate proceedings; and

                  (d) compliance with all applicable Environmental Laws, except
         to the extent that the failure to so comply would not have a Material
         Adverse Effect.

         SECTION 7.1.4. VESSELS. The Borrower will (or will cause the
applicable Principal Subsidiary to):

                  (a) cause each Vessel to be chartered exclusively to the
         Borrower or one of the Borrower's wholly-owned Subsidiaries, PROVIDED
         that the Borrower or such Subsidiary may charter out any Vessel on a
         time charter with a stated duration not in excess of one year; and

                  (b) cause each Vessel to be kept in such condition as will
         entitle her to classification by a classification society of recognized
         standing.

         SECTION 7.1.5. INSURANCE. The Borrower will, or will cause one or
more of its Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to all of the material properties and
operations of the Borrower and each Principal Subsidiary against such
casualties, third-party liabilities and contingencies and in such amounts as is
customary for other businesses of similar size in the passenger cruise line
industry (PROVIDED that in no event will the Borrower or any Principal
Subsidiary be required to obtain any business interruption, loss of hire or
delay in delivery insurance) and will, upon request of the Administrative Agent,
furnish to the Administrative Agent (with sufficient copies for distribution to
each Lender) at reasonable intervals a certificate of a senior officer of the
Borrower setting forth the nature and extent of all insurance maintained by the
Borrower and the Principal Subsidiaries and certifying as to compliance with
this Section.

         SECTION 7.1.6. BOOKS AND RECORDS. The Borrower will, and will cause
each of its Principal Subsidiaries to, keep books and records that accurately
reflect all of its business affairs and transactions and permit the
Administrative Agent and each Lender or any of their respective representatives,
at reasonable times and intervals, to visit each of its offices, to discuss its
financial matters with its officers and to examine any of its books or other
corporate records.

         SECTION 7.2. NEGATIVE COVENANTS. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower will
perform the obligations set forth in this SECTION 7.2.

         SECTION 7.2.1. BUSINESS ACTIVITIES. The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any business activity other
than those engaged in by the Borrower and its Subsidiaries on the date hereof
and other business activities reasonably related thereto.




                                      -35-


         SECTION 7.2.2. INDEBTEDNESS. The Borrower will not permit any of the
Existing Principal Subsidiaries to create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

                  (a) Indebtedness secured by Liens of the type described in
         CLAUSES (A), (B), (C), (D), (E) and (F) of SECTION 7.2.3; and

                  (b) Indebtedness owing to the Borrower.

         SECTION 7.2.3. LIENS. The Borrower will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
any of its property, revenues or assets, whether now owned or hereafter
acquired, except:

                  (a) Liens on the vessels SPLENDOUR of THE SEAS, LEGEND of THE
         SEAS, CENTURY, GALAXY and ZENITH existing as of the Effective Date and
         securing the Existing Debt (and any Lien on SPLENDOUR OF THE SEAS,
         LEGEND OF THE SEAS, CENTURY, GALAXY or ZENITH, securing any refinancing
         of the Existing Debt, so long as the relevant Vessel was subject to a
         Lien securing the Indebtedness being refinanced immediately prior to
         such refinancing);

                  (b) Liens on assets (including, without limitation, shares of
         capital stock of corporations and assets owned by any corporation that
         becomes a Subsidiary of the Borrower after the Effective Date) acquired
         after the Effective Date (whether by purchase, construction or
         otherwise) by the Borrower or any of its Subsidiaries (other than (x)
         an Existing Principal Subsidiary or (y) any other Principal Subsidiary
         which, at any time, owns a Vessel free of any mortgage Lien), which
         Liens were created solely for the purpose of securing Indebtedness
         representing, or incurred to finance, refinance or refund, the cost
         (including the cost of construction) of such assets, so long as (i) the
         acquisition of such assets is not otherwise prohibited by the terms of
         this Agreement and (ii) each such Lien is created within three months
         after the acquisition of the relevant assets;

                  (c) in addition to other Liens permitted under this SECTION
         7.2.3, Liens securing Indebtedness in an aggregate principal amount at
         any one time outstanding not exceeding the greater of (a) 3.5% of total
         assets of the Borrower and its Subsidiaries as determined in accordance
         with GAAP as at the last day of the most recent ended Fiscal Quarter or
         (b) $225,000,000, provided that, with respect to each such item of
         Indebtedness, the fair market value of the assets subject to Liens
         securing such Indebtedness (determined at the time of the creation of
         such Lien) shall not exceed two times the aggregate principal amount of
         such Indebtedness (and for purposes of this clause (c), the fair market
         value of any assets shall be determined by (i) in the case of any
         Vessel, by an Approved Appraiser selected by the Borrower and (ii) in
         the case of any other assets, by an officer of the Borrower or by the
         board of directors of the Borrower);



                                      -36-


                  (d) Liens on assets acquired after the Effective Date by the
         Borrower or any of its Subsidiaries (other than by (x) any Subsidiary
         that is an Existing Principal Subsidiary or (y) any other Principal
         Subsidiary which, at any time, owns a Vessel free of any mortgage Lien)
         so long as (i) the acquisition of such assets is not otherwise
         prohibited by the terms of this Agreement and (ii) each of such Liens
         existed on such assets before the time of its acquisition and was not
         created by the Borrower or any of its Subsidiaries in anticipation
         thereof;

                  (e) Liens on any asset of any corporation that becomes a
         Subsidiary of the Borrower (other than a corporation that also becomes
         a Subsidiary of an Existing Principal Subsidiary) after the Effective
         Date so long as (i) the acquisition or creation of such corporation by
         the Borrower is not otherwise prohibited by the terms of this Agreement
         and (ii) such Liens are in existence at the time such corporation
         becomes a Subsidiary of the Borrower and were not created by the
         Borrower or any of its Subsidiaries in anticipation thereof;

                  (f) Liens securing Government-related Obligations;

                  (g) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or being diligently contested in good faith by appropriate
         proceedings;

                  (h) Liens of carriers, warehousemen, mechanics, materialmen
         and landlords incurred in the ordinary course of business for sums not
         overdue or being diligently contested in good faith by appropriate
         proceedings;

                  (i) Liens incurred in the ordinary course of business in
         connection with workers' compensation, unemployment insurance or other
         forms of governmental insurance or benefits;

                  (j) Liens for current crew's wages and salvage;

                  (k) Liens arising by operation of law as the result of the
         furnishing of necessaries for any Vessel so long as the same are
         discharged in the ordinary course of business or are being diligently
         contested in good faith by appropriate proceedings; and

                  (l) Liens on Vessels that:

                           (i) secure obligations covered (or reasonably
                  expected to be covered) by insurance;

                           (ii) were incurred in the course of or incidental to
                  trading such Vessel in connection with repairs or other work
                  to such Vessel; or

                           (iii) were incurred in connection with work to such
                  Vessel that is required to be performed pursuant to applicable
                  law, rule, regulation or order;



                                      -37-


         PROVIDED that, in each case described in this CLAUSE (1), such Liens
         are either (x) discharged in the ordinary course of business or (y)
         being diligently contested in good faith by appropriate proceedings.

         SECTION 7.2.4. FINANCIAL CONDITION.  The Borrower will not permit:

                  (a) Total Debt to Capitalization Ratio, as at the end of any
         Fiscal Quarter, to be greater than 0.625 to 1.00.

                  (b) Fixed Charge Coverage Ratio to be less than 1.25 to 1.00
         as at the last day of any Fiscal Quarter.

                  (c) Stockholders' Equity to be less than the sum of (i)
         $2,000,000,000 PLUS (ii) 50% of the cumulative consolidated net income
         of the Borrower and its Subsidiaries for the period commencing on April
         1, 2000 and ending on the last day of the Fiscal Quarter most recently
         ended (treated for these purposes as a single accounting period, but in
         any event excluding any Fiscal Quarters for which the Borrower and its
         Subsidiaries have a consolidated net loss).

         SECTION 7.2.5. INVESTMENTS. The Borrower will not permit any of the
Principal Subsidiaries to make, incur, assume or suffer to exist any Investment
in any other Person.

         SECTION 7.2.6. CONSOLIDATION, MERGER, ETC. The Borrower will not,
and will not permit any of its Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, or purchase or
otherwise acquire all or substantially all of the assets of any Person except:

                  (a) any such Subsidiary may liquidate or dissolve voluntarily
         into, and may merge with and into, the Borrower or any other
         Subsidiary, and the assets or stock of any Subsidiary may be purchased
         or otherwise acquired by the Borrower or any other Subsidiary; and

                  (b) so long as no Default has occurred and is continuing or
         would occur after giving effect thereto, the Borrower or any of its
         Subsidiaries, may merge into any other Person, or any other Person may
         merge into the Borrower or any such Subsidiary, or the Borrower or any
         of its Subsidiaries may purchase or otherwise acquire all or
         substantially all of the assets of any Person, in each case so long as:

                           (i) after giving effect thereto, the Stockholders'
                  Equity of the Borrower and its Subsidiaries is at least equal
                  to 90% of such Stockholders' Equity immediately prior thereto;
                  and

                           (ii) in the case of a merger involving the Borrower
                  where the Borrower is not the surviving corporation, the
                  surviving corporation shall have assumed in a writing,



                                      -38-


                  delivered to the Administrative Agent, all of the Borrower's
                  obligations hereunder and under the other Loan Documents.

         SECTION 7.2.7. ASSET DISPOSITIONS, ETC. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, transfer, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
any material asset (including accounts receivable and capital stock of Principal
Subsidiaries) to any Person, except:

                  (a) sales of assets (including, without limitation, Vessels)
         so long as:

                           (i) the aggregate net book value of all such assets
                  sold during each 12-month period commencing on the June 9,
                  2000, and each anniversary of the Closing Date, does not
                  exceed an amount equal to the greater of (x) 7.5% of
                  Stockholders' Equity as at the last day of the most recent
                  ended fiscal quarter or (y) $250,000,000; and

                           (ii) the Borrower or Subsidiary selling such asset
                  receives consideration therefor at least equal to the fair
                  market value thereof (as determined in good faith by (x) in
                  the case of any Vessel, the board of directors of the Borrower
                  and (y) in the case of any other asset, an officer of the
                  Borrower or its board of directors);

                  (b) sales of capital stock of any Principal Subsidiary of the
         Borrower so long as a sale of all of the assets of such Subsidiary
         would be permitted under the foregoing CLAUSE (A);

                  (c) sales of capital stock of any Subsidiary other than a
         Principal Subsidiary; and

                  (d) sales of other assets in the ordinary course of business.

         SECTION 7.2.8. TRANSACTIONS WITH AFFILIATES. The Borrower will not,
and will not permit any of the Principal Subsidiaries to, enter into, or cause,
suffer or permit to exist any arrangement or contract with any of its Affiliates
(other than arrangements or contracts among the Borrower and its wholly-owned
Subsidiaries) unless such arrangement or contract is on an arms-length basis,
PROVIDED that, to the extent that the aggregate fair value of the goods
furnished or to be furnished or the services performed or to be performed under
all such contracts or arrangements in any one Fiscal Year does not exceed
$5,000,000, such contracts or arrangements shall not be subject to this SECTION
7.2.8.



                                      -39-





                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.1. LISTING OF EVENTS OF DEFAULT. Each of the following events
or occurrences described in this Section 8.1 shall constitute an "EVENT OF
DEFAULT".

         SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. The Borrower shall default
in the payment when due of any principal of or interest on any Loan, any Unused
Fee or the agency fee provided for in SECTION 10.7, PROVIDED that, in the case
of any default in the payment of any interest on any Loan or of any Unused Fee,
such default shall continue unremedied for a period of at least two Business
Days after notice thereof shall have been given to the Borrower by any Lender;
and PROVIDED FURTHER that, in the case of any default in the payment of such
agency fee, such default shall continue unremedied for a period of at least ten
days after notice thereof shall have been given to the Borrower by the
Administrative Agent.

         SECTION 8.1.2. BREACH OF WARRANTY. Any representation or warranty of
the Borrower made or deemed to be made hereunder (including any certificates
delivered pursuant to ARTICLE V) is or shall be incorrect when made in any
material respect and such incorrectness shall continue unremedied for at least
five Business Days after notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender (or if (a) such incorrectness is capable
of being remedied within 15 days (commencing on the first day of such
five-Business-Day period) and (b) the Borrower is actively seeking to remedy the
same during such period, such incorrectness shall continue unremedied for at
least 15 days).

         SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.
The Borrower shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document (other than the
covenants set forth in SECTION 7.2.4) and such default shall continue unremedied
for a period of five days after notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender (or, if (a) such default is
capable of being remedied within 30 days (commencing on the first day following
such five-day period) and (b) the Borrower is actively seeking to remedy the
same during such period, such default shall continue unremedied for at least 35
days after such notice to the Borrower).

         SECTION 8.1.4. DEFAULT ON OTHER INDEBTEDNESS. Any of the following
shall occur:

                  (a) any Indebtedness of the Borrower or any Principal
         Subsidiary aggregating $50,000,000 or more (or the equivalent in other
         currencies) shall have become due, or be required to be prepaid in full
         (whether by redemption, purchase, offer to purchase or otherwise) prior
         to its stated maturity, and is then due and payable; or

                  (b) the Borrower or any Principal Subsidiary shall default in
         the payment when due (after giving effect to any applicable grace



                                      -40-


         period) of any principal of or interest on any Indebtedness aggregating
         $50,000,000 or more (or the equivalent in other currencies); or

                  (c) any holder or holders of any Indebtedness of the Borrower
         or any Principal Subsidiary aggregating $50,000,000 or more (or the
         equivalent in other currencies), or any agent acting on their behalf,
         shall take any action to realize on any collateral security for such
         Indebtedness as a result of any event of default under such
         Indebtedness;

and, in each such case, such event shall continue unremedied for a period of
five Business Days (or, if (a) such default is capable of being remedied within
15 days (commencing on the first day of such five-Business-Day period) and (b)
the Borrower is actively seeking to remedy the same during such period, such
default shall continue unremedied for at least 15 days).

         SECTION 8.1.5. PENSION PLANS. Any of the following events shall occur
with respect to any Pension Plan:

                  (a) the institution of any steps by the Borrower, any member
         of its Controlled Group or any other Person to terminate a Pension Plan
         if, as a result of such termination, the Borrower or any such member
         could be required to make a contribution to such Pension Plan, or could
         reasonably expect to incur a liability or obligation to such Pension
         Plan, in excess of $50,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under Section 302(f) of ERISA

and, in each case, such event shall continue unremedied for a period of five
Business Days after notice thereof shall have been given to the Borrower by the
Administrative Agent or any Lender (or, if (a) such default is capable of being
remedied within 15 days (commencing on the first day of such five-Business-Day
period) and (b) the Borrower is actively seeking to remedy the same during such
period, such default shall continue unremedied for at least 15 days).

         SECTION 8.1.6. BANKRUPTCY, INSOLVENCY, ETC. The Borrower or any of
the Principal Subsidiaries (or any of its other Subsidiaries to the extent that
the relevant event described below would have a Material Adverse Effect) shall:

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability to pay, its debts as they become due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for it or any of
         its property, or make a general assignment for the benefit of
         creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for it or for a substantial
         part of its property, and such trustee, receiver, sequestrator or other



                                      -41-


         custodian shall not be discharged within 30 days, provided that the
         Borrower hereby expressly authorizes the Administrative Agent and each
         Lender to appear in any court conducting any relevant proceeding during
         such 30-day period to preserve, protect and defend their respective
         rights under the Loan Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of the Borrower or any
         of such Subsidiaries, and, if any such case or proceeding is not
         commenced by the Borrower or such Subsidiary, such case or proceeding
         shall be consented to or acquiesced in by the Borrower or such
         Subsidiary or shall result in the entry of an order for relief or shall
         remain for 30 days undismissed, provided that the Borrower hereby
         expressly authorizes the Administrative Agent and each Lender to appear
         in any court conducting any such case or proceeding during such 30-day
         period to preserve, protect and defend their respective rights under
         the Loan Documents; or

                  (e) take any corporate action authorizing, or in furtherance
         of, any of the foregoing.

         SECTION 8.1.7. OWNERSHIP OF PRINCIPAL SUBSIDIARIES. Except as a
result of a disposition permitted pursuant to clause (b) of SECTION 7.2.7, the
Borrower shall cease to own beneficially and of record all of the capital stock
of each Existing Principal Subsidiary.

         SECTION 8.2. ACTION IF BANKRUPTCY. If any Event of Default
described in clauses (a) through (d) of SECTION 8.1.6 shall occur with respect
to the Borrower, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become immediately
due and payable, without notice or demand.

         SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT. If any Event of
Default (other than any Event of Default described in clauses (a) through (d) of
SECTION 8.1.6 with respect to the Borrower) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent, upon the
direction of the Required Lenders, shall by notice to the Borrower declare all
of the outstanding principal amount of the Loans and other Obligations to be due
and payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, the Commitments shall terminate.

                                   ARTICLE IX

                                PREPAYMENT EVENTS

         SECTION 9.1. LISTING OF PREPAYMENT EVENTS. Each of the following events
or occurrences described in this SECTION 9.1 shall constitute a "Prepayment
Event".



                                      -42-


         SECTION 9.1.1. CHANGE IN OWNERSHIP. Any Person other than a member
of the Existing Group (a "New Shareholder") shall acquire (whether through legal
or beneficial ownership of capital stock, by contract or otherwise), directly or
indirectly, effective control over more than 30% of the Voting Stock and:

                  (a) the members of the Existing Group have (whether through
         legal or beneficial ownership of capital stock, by contract or
         otherwise) in the aggregate, directly or indirectly, effective control
         over fewer shares of Voting Stock than does such New Shareholder; and

                  (b) the members of the Existing Group do not collectively have
         (whether through legal or beneficial ownership of capital stock, by
         contract or otherwise) the right to elect, or to designate for
         election, at least a majority of the Board of Directors of the
         Borrower.

         SECTION 9.1.2. CHANGE IN BOARD. During any period of 24 consecutive
months, a majority of the Board of Directors of the Borrower shall no longer be
composed of individuals:

                  (a) who were members of said Board on the first day of such
         period; or

                  (b) whose election or nomination to said Board was approved by
         a vote of at least two-thirds of the members of said Board who were
         members of said Board on the first day of such period; or

                  (c) whose election or nomination to said Board was approved by
         a vote of at least two-thirds of the members of said Board referred to
         in the foregoing CLAUSES (A) and (B).

         SECTION 9.1.3. UNENFORCEABILITY. Any Loan Document shall cease to be
the legally valid, binding and enforceable obligations of the Borrower (in each
case, other than with respect to provisions of any Loan Document (i) identified
as unenforceable in the form of the opinion of the Borrower's counsel set forth
as EXHIBIT D-1 or (ii) that a court of competent jurisdiction has determined are
not material) and such event shall continue unremedied for 15 days after notice
thereof has been given to the Borrower by any Lender.

         SECTION 9.1.4. APPROVALS. Any material license, consent,
authorization, registration or approval at any time necessary to enable the
Borrower or any Principal Subsidiary to conduct its business shall be revoked,
withdrawn or otherwise cease to be in full force and effect, unless the same
would not have a Material Adverse Effect.

         SECTION 9.1.5. NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.
The Borrower shall default in the due performance and observance of any of the
covenants set forth in SECTION 7.2.4 and such default shall continue unremedied
for a period of 30 days after notice thereof shall have been given to the



                                      -43-


Borrower by the Administrative Agent, and the Required Lenders fail to agree
with the Borrower within that 30-day period on a proposal (to be made by the
Borrower) for the remedy of such default within a period and on such terms as
are acceptable to the Required Lenders.

         SECTION 9.1.6. JUDGMENTS. Any judgment or order for the payment of
money in excess of $25,000,000 shall be rendered against the Borrower or any of
the Principal Subsidiaries by a court of competent jurisdiction and the Borrower
or such Principal Subsidiary shall have failed to satisfy such judgment and
either:

                  (a) enforcement proceedings in respect of any material assets
         of the Borrower or such Principal Subsidiary shall have been commenced
         by any creditor upon such judgment or order and shall not have been
         stayed or enjoined within five Business Days after the commencement of
         such enforcement proceedings; or

                  (b) there shall be any period of 10 consecutive Business Days
         during which a stay of enforcement of such judgment or order, by reason
         of a pending appeal or otherwise, shall not be in effect.

         SECTION 9.1.7. CONDEMNATION, ETC. Any Vessel or Vessels shall be
condemned or otherwise taken under color of law and the same shall continue
unremedied for at least 20 days, unless such condemnation or other taking would
not have a Material Adverse Effect.

         SECTION 9.1.8. ARREST. Any Vessel or Vessels shall be arrested and
the same shall continue unremedied for at least 20 days, unless such arrest
would not have a Material Adverse Effect.

         SECTION 9.2. MANDATORY PREPAYMENT. If any Prepayment Event shall
occur and be continuing, the Administrative Agent, upon direction of the
Required Lenders, shall by notice to the Borrower (a) require the Borrower to
prepay in full on the date of such notice all principal of and interest on the
Loans and all other Obligations (and, in such event, the Borrower agrees to so
pay the full unpaid amount of each Loan and all accrued and unpaid interest
thereon and all other Obligations) and (b) terminate the Commitments (if the
Advance Date shall not then have passed).

                                    ARTICLE X

                                    THE AGENT

         SECTION 10.1. ACTIONS. Each Lender hereby appoints Bank of America
as its agent under and for purposes of this Agreement, the Term Notes and each
other Loan Document. Each Lender authorizes the Administrative Agent to act on
behalf of such Lender under this Agreement, the Term Notes and each other Loan
Document and, in the absence of other written instructions from the Required
Lenders received from time to time by the Administrative Agent (with respect to
which the Administrative Agent agrees that it will comply, except as otherwise
provided in this Section or as otherwise advised by counsel), to exercise such



                                      -44-


powers hereunder and thereunder as are specifically delegated to or required of
the Administrative Agent by the terms hereof and thereof, together with such
powers as may be reasonably incidental thereto. Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement) the
Administrative Agent, PRO RATA according to such Lender's Percentage, from and
against any and all liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against, the Administrative Agent in any way relating
to or arising out of this Agreement, the Term Notes and any other Loan Document,
including reasonable attorneys' fees (to the extent that the Borrower is
required to reimburse the Administrative Agent therefor, but does not do so),
and as to which the Administrative Agent is not reimbursed by the Borrower;
PROVIDED that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses which have
resulted from the Administrative Agent's gross negligence or willful misconduct.
The Administrative Agent shall not be required to take any action hereunder,
under the Term Notes or under any other Loan Document, or to prosecute or defend
any suit in respect of this Agreement, the Term Notes or any other Loan
Document, unless it is expressly required to do so under this Agreement or is
indemnified hereunder to its satisfaction. If any indemnity in favor of the
Administrative Agent shall be or become, in the Administrative Agent's
determination, inadequate, the Administrative Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

         SECTION 10.2. EXCULPATION. Neither the Administrative Agent nor any
of its directors, officers, employees or agents shall be liable to any Lender
for any action taken or omitted to be taken by it under this Agreement or any
other Loan Document, or in connection herewith or therewith, except for its own
willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor to
make any inquiry respecting the performance by the Borrower of its obligations
hereunder or under any other Loan Document. Any such inquiry which may be made
by the Administrative Agent shall not obligate it to make any further inquiry or
to take any action. The Administrative Agent shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Administrative Agent believes to be
genuine and to have been presented by a proper Person.

         SECTION 10.3. SUCCESSOR. The Administrative Agent may resign as
such at any time upon at least 30 days' prior notice to the Borrower and all
Lenders, provided that any such resignation shall not become effective until a
successor Administrative Agent has been appointed as provided in this SECTION
10.3 and such successor Administrative Agent has accepted such appointment. If
the Administrative Agent at any time shall resign, the Required Lenders shall,
subject to the consent of the Borrower (such consent not to be unreasonably
withheld), appoint another Lender as a successor to the Administrative Agent
which shall thereupon become such Administrative Agent's successor hereunder
(provided that the Required Lenders shall, subject to the consent of the
Borrower (such consent not to be unreasonably withheld) offer to each of the
other Lenders, in the order of their respective Commitment Amounts, the right to
become successor Administrative Agent). If no successor Administrative Agent



                                      -45-


shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the Administrative Agent's giving notice
of resignation, then the Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be one of the Lenders or a
commercial banking institution having a combined capital and surplus of at least
$500,000,000 (or the equivalent in other currencies), subject, in each case, to
the consent of the Borrower (such consent not to be unreasonably withheld);
provided, however, that if a Default, Event of Default or Prepayment Event has
occurred and is continuing no consent of the Borrower shall be required if the
successor Administrative Agent is an existing Lender. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
resigning Administrative Agent such documents of transfer and assignment as such
successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the resigning Administrative Agent, and the resigning Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
resigning Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of:

                  (a) this ARTICLE X shall inure to its benefit as to any
         actions taken or omitted to be taken by it while it was the
         Administrative Agent under this Agreement; and

                  (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to
         its benefit.

If a Lender acting as an Administrative Agent assigns its Loans to one of its
Affiliates, the Administrative Agent may, subject to the consent of the Borrower
(such consent not to be unreasonably withheld) assign its rights and obligations
as Administrative Agent to such Affiliate.

         SECTION 10.4. LOANS BY THE ADMINISTRATIVE AGENT. The Administrative
Agent shall have the same rights and powers with respect to (x) the Loans made
by it or any of its Affiliates, and (y) the Term Notes held by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not the
Administrative Agent. The Administrative Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower or any Subsidiary or Affiliate of the Borrower as if the
Administrative Agent were not the Administrative Agent hereunder.

         SECTION 10.5. CREDIT DECISIONS. Each Lender acknowledges that it
has, independently of the Administrative Agent and each other Lender, and based
on such Lender's review of the financial information of the Borrower, this
Agreement, the other Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitment. Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

         SECTION 10.6. COPIES, ETC. The Administrative Agent shall give
prompt notice to each Lender of each notice or request required or permitted to
be given to the Administrative Agent by the Borrower pursuant to the terms of
this Agreement (unless concurrently delivered to the Lenders by the Borrower).



                                      -46-


The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement.

         SECTION 10.7. AGENCY FEE. The Borrower agrees to pay to the
Administrative Agent for its own account an annual agency fee in an amount, and
at such times, heretofore agreed to in writing between the Borrower and the
Administrative Agent.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. WAIVERS, AMENDMENTS, ETC. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrower and the Required Lenders; provided that no such
amendment, modification or waiver which would:

                  (a) modify any requirement hereunder that any particular
         action be taken by all the Lenders or by the Required Lenders shall be
         effective unless consented to by each Lender;

                  (b) modify this SECTION 11.1, change the definition "Required
         Lenders", increase the Commitment Amount or the Percentage of any
         Lender, reduce any fees described in ARTICLE III or extend the
         Commitment Termination Date shall be made without the consent of each
         Lender;

                  (c) extend the due date for, or reduce the amount of, any
         scheduled repayment or prepayment of principal of or interest on any
         Loan (or reduce the principal amount of or rate of interest on any
         Loan) shall be made without the consent of each Lender; or

                  (d) affect adversely the interests, rights or obligations of
         the Administrative Agent in its capacity as such shall be made without
         consent of the Administrative Agent.

No failure or delay on the part of the Administrative Agent or any Lender in
exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the Borrower in
any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by the Administrative Agent or any Lender
under this Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.




                                      -47-


         SECTION 11.2. NOTICES. All notices and other communications
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to
such party at its address or facsimile number set forth below its signature
hereto or set forth in the Lender Assignment Agreement or at such other address
or facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be deemed given
when received; any notice, if transmitted by facsimile, shall be deemed given
when transmitted.

         SECTION 11.3. PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to
pay on demand all reasonable expenses of the Administrative Agent (including the
reasonable fees and out-of-pocket expenses of counsel to the Administrative
Agent and of local counsel, if any, who may be retained by counsel to the
Administrative Agent) in connection with any amendments, waivers, consents,
supplements or other modifications to this Agreement or any other Loan Document
as may from time to time hereafter be required, whether or not the transactions
contemplated hereby are consummated. The Borrower further agrees to pay, and to
save the Administrative Agent and the Lenders harmless from all liability for,
any stamp or other taxes which may be payable in connection with the execution
or delivery of this Agreement, the borrowings hereunder, or the issuance of the
Term Notes or any other Loan Documents. The Borrower also agrees to reimburse
the Administrative Agent and each Lender upon demand for all reasonable
out-of-pocket expenses (including reasonable attorneys' fees and legal expenses)
incurred by the Administrative Agent or such Lender in connection with (x) the
negotiation of any restructuring or "work-out", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations.

         SECTION 11.4. INDEMNIFICATION. In consideration of the execution
and delivery of this Agreement by each Lender and the extension of the
Commitments, the Borrower hereby indemnifies and holds the Administrative Agent
and each Lender and each of their respective Affiliates, officers, directors and
employees (collectively, the "Indemnified Parties") free and harmless from and
against any and all causes of action, suits or other claims that may be asserted
against any Indemnified Party (and all losses, costs, liabilities, damages and
expenses arising or incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements
(collectively, the "Indemnified Liabilities")), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to any of
the Loan Documents or the credit facility provided for herein or any use of the
proceeds of any Loans, except for any such Indemnified Liabilities arising for
the account of a particular Indemnified Party by reason of the relevant
Indemnified Party's gross negligence or willful misconduct. Each Indemnified
Party shall (a) furnish the Borrower with prompt notice of any action, suit or
other claim covered by this SECTION 11.4, (b) at the Borrower's request, give



                                      -48-


the Borrower the right to control (at the Borrower's expense) the defense of any
such action, suit or other claim (PROVIDED that (x) the Borrower shall not
settle or compromise any such action, suit or other claim if the settlement
shall include the admission of any liability or the entry of any judgment
against an Indemnified Party or if such Indemnified Party shall demonstrate to
the reasonable satisfaction of the Borrower that such settlement or compromise
would materially adversely affect such Indemnified Party and (y) the Borrower's
selection of counsel in any such action, suit or claim being controlled by the
Borrower shall be subject to such Indemnified Party's consent, which consent
shall not be unreasonably withheld), (c) not agree to any settlement or
compromise of any such action, suit or claim without the Borrower's prior
consent and (d) shall cooperate fully in the Borrower's defense of any such
action, suit or other claim (provided, that the Borrower shall reimburse such
Indemnified Party for its reasonable out-of-pocket expenses incurred pursuant
hereto). If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         SECTION 11.5. SURVIVAL. The obligations of the Borrower under
SECTIONS 4.3, 4.4, 4.5, 4.6, 4.7, 11.3 and 11.4, and the obligations of the
Lenders under SECTION 10.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by the Borrower in this
Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

         SECTION 11.6. SEVERABILITY. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 11.7. HEADINGS. The various headings of this Agreement and
of each other Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Loan
Document or any provisions hereof or thereof.

         SECTION 11.8. EXECUTION IN COUNTERPARTS. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

         SECTION 11.9. GOVERNING LAW: ENTIRE AGREEMENT. THIS AGREEMENT AND
THE TERM NOTES SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE
GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF FLORIDA. This Agreement, the Term
Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

         SECTION 11.10. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided that:

                  (a) except to the extent permitted under SECTION 7.2.6, the
         Borrower may not assign or transfer its rights or obligations hereunder
         without the prior written consent of the Administrative Agent and all
         Lenders; and

                                      -49-


                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to SECTION 11.11.

         SECTION 11.11. SALE AND TRANSFER OF LOANS AND TERM NOTE:
PARTICIPATIONS IN LOANS AND TERM NOTE. Each Lender may assign, or sell
participations in, its Loans and Commitment to one or more other Persons in
accordance with this SECTION 11.11.

         SECTION 11.11.1. ASSIGNMENTS.  Any Lender,

                  (i) with the written consents of the Borrower and the
         Administrative Agent (which consents shall not be unreasonably delayed
         or withheld and which consent, in the case of the Borrower, shall be
         deemed to have been given in the absence of a written notice delivered
         by the Borrower to the Administrative Agent, on or before the tenth
         Business Day after receipt by the Borrower of such Lender's request for
         consent, stating, in reasonable detail, the reasons why the Borrower
         proposes to withhold such consent) may at any time assign and delegate
         to one or more commercial banks or other financial institutions;

                  (ii) with notice to the Borrower and the Administrative Agent,
         but without the consent of the Borrower or the Administrative Agent,
         may assign and delegate to any of its Affiliates; and

                  (iii) may (without notice to the Borrower, the Administrative
         Agent or any other Lender and without payment of any fee) assign and
         pledge all or any portion of its Loans and Term Note to any Federal
         Reserve Bank as collateral security pursuant to Regulation A of the
         F.R.S. Board any Operating Circular issued by such Federal Reserve
         Bank;

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans and
Commitment (which assignment and delegation shall be of a constant, and not a
varying, percentage of all the assigning Lender's Loans and Commitment) in a
minimum aggregate amount of $25,000,000 (or, if less, all of such Lender's Loans
and Commitment) except, in the case of an increase of the Commitment Amount
pursuant to Section 2.7, a Lender may assign a lesser amount of its Commitment
to an Added Lender so long as its Commitment is not less than $25,000,000 after
giving effect to such assignment; provided that the Borrower and the
Administrative Agent shall be entitled to continue to deal solely and directly
with such Lender in connection with the interests so assigned and delegated to
an Assignee Lender until:

                  (a) written notice of such assignment and delegation, together
         with payment instructions, addresses and related information with
         respect to such Assignee Lender, shall have been given to the Borrower
         and the Administrative Agent by such Lender and such Assignee Lender;



                                      -50-


                  (b) Such Assignee Lender shall have executed and delivered to
         the Borrower and the Administrative Agent a Lender Assignment
         Agreement, accepted by the Administrative Agent; and

                  (c) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it, shall be released from its obligations
hereunder and under the other Loan Documents, other than any obligations arising
prior to the effective date of such assignment. In no event shall the Borrower
be required to pay to any Assignee Lender at the time of the relevant assignment
any amount under SECTIONS 4.3, 4.4, 4.5, 4.6 and 4.7 that is greater than the
amount which it would have been required to pay had no such assignment been
made. Within five Business Days after its receipt of notice that the
Administrative Agent has received an executed Lender Assignment Agreement, the
Borrower shall execute and deliver to the Administrative Agent (for delivery to
the relevant Assignee Lender) a new Term Note evidencing such Assignee Lender's
assigned Loans and Commitment and, if the assignor Lender has retained Loans and
a Commitment hereunder, a replacement Term Note in the principal amount of the
Loans and Commitment retained by the assignor Lender hereunder (such Term Note
to be in exchange for, but not in payment of, that Term Note then held by such
assignor Lender). Each such Term Note shall be dated the date of the predecessor
Term Note. The assignor Lender shall mark the predecessor Term Note "exchanged"
and deliver it to the Borrower concurrently with the delivery by the Borrower of
the new Term Note(s). Such assignor Lender or such Assignee Lender must also pay
a processing fee to the Administrative Agent upon delivery of any Lender
Assignment Agreement in the amount of $3,500 (and shall also reimburse the
Administrative Agent for any reasonable out-of-pocket costs, including
reasonable attorneys' fees and expenses, incurred in connection with the
assignment).

         SECTION 11.11.2. PARTICIPATIONS. Any Lender may at any time sell to
one or more commercial banks or other financial institutions (each of such
commercial banks and other financial institutions being herein called a
"Participant") participating interests in any of its Loans, its Commitment, or
other interests of such Lender hereunder; provided that:

                  (a) no participation contemplated in this SECTION 11.11 shall
         relieve such Lender from its Commitment or its other obligations
         hereunder;

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitment and such other obligations;

                  (c) the Borrower and the Administrative Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under this Agreement and each of the
         other Loan Documents;



                                      -51-


                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, shall be entitled to require such Lender to take or
         refrain from taking any action hereunder or under any other Loan
         Document, except that such Lender may agree with any Participant that
         such Lender will not, without such Participant's consent, take any
         actions of the type described in CLAUSE (B) or (C) of SECTION 11.1; and

                  (e) the Borrower shall not be required to pay any amount under
         SECTIONS 4.3, 4.4, 4.5, 4.6 and 4.7 that is greater than the amount
         which it would have been required to pay had no participating interest
         been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
SECTIONS 4.3, 4.4, 4.5, 4.6 and 4.7 and CLAUSE (H) of 7.1.1, shall be considered
a Lender.

         SECTION 11.12. OTHER TRANSACTIONS. Nothing contained herein shall
preclude the Administrative Agent or any Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Affiliates in which the Borrower
or such Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 11.13. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
IN THE CIRCUIT COURT OF THE STATE OF FLORIDA FOR THE COUNTY OF MIAMI DADE OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY OF THE BORROWER MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE CIRCUIT COURT OF THE STATE OF FLORIDA FOR THE
COUNTY OF MIAMI DADE AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF FLORIDA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA. THE BORROWER HEREBY EXPRESSLY


                                      -52-


AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         SECTION 11.14. PROCESS AGENT. If at any time the Borrower ceases to
have a place of business in the United States, the Borrower shall appoint an
agent for service of process (reasonably satisfactory to the Administrative
Agent) located in Miami, Florida and shall furnish to the Administrative Agent
evidence that such agent shall have accepted such appointment for a period of
time ending no earlier than one year after the Commitment Termination Date.

         SECTION 11.15. WAIVER OF JURY TRIAL. THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OTHER PARTY ENTERING INTO THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT.



                                      -53-


         IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                           ROYAL CARIBBEAN CRUISES LTD.


                                           By /s/ BONNIE BIUMI
                                              --------------------------------
                                           Name:    Bonnie Biumi
                                           Title:   Vice President & Treasurer

                                           Address: 1050 Caribbean Way
                                                    Miami, Florida 33132
                                           Facsimile No.: (305) 539-0562
                                           Attention:  Treasurer
                                           With a copy to:  General Counsel





                                      -54-



COMMITMENT:                        BANK OF AMERICA, N.A., as Administrative
$245,750,000.00                        Agent
PERCENTAGE:
71.077368040%                      By: /s/ GEORGE V. HAUSLER
                                      ----------------------------------------
                                   Name:    George  V. Hausler
                                   Title:   Managing Director


                                   Notice:
                                   Gaming & Leisure Group
                                   Bank of America, N.A.
                                   555 South Flower Street, 11th Floor
                                   Los Angeles, California 90071

                                   Attention:  George V. Hausler


                                   BANK OF AMERICA, N.A., as a Lender



                                   By: /s/ GEORGE V. HAUSLER
                                      ----------------------------------------
                                   Name:    George  V. Hausler
                                   Title:   Managing Director

                                   Lending Office:
                                   555 South Flower Street, 11th Floor
                                   Los Angeles, California 90071

                                   Wire Transfer Instructions:
                                   Bank of America, N.A.
                                   Concord, California
                                   ABA #111-000-012
                                   Account #3750836479
                                   Attention:  CCS/Agency Services
                                   Reference: Royal Caribbean Cruises Ltd.
                                   Fax: 925-969-2815



                                      -55-



COMMITMENT                           THE BANK OF NOVA SCOTIA
$50,000,000.00
PERCENTAGE:

14.461315980%                        By: /s/ W. BROWN
                                      -----------------------------------------
                                     Name:    W. Brown
                                     Title:   Vice President

                                     Lending Office:
                                     600 Peachtree Street
                                     Suite 2700
                                     Atlanta, Georgia  30308
                                     Telephone: 404-877-1552
                                     Facsimile: 404-888-8998

                                     Wire Transfer Instructions:
                                     The Bank of Nova Scotia
                                     New York, New York
                                     ABA #02600 2532
                                     Account #0606634
                                     Account Name:  Atlanta Agency
                                     Attention:  Phyllis Walker
                                     Reference:  Royal Caribbean Cruises Ltd.




                                      -56-




COMMITMENT:                          FIRST UNION NATIONAL BANK
$   50,000,000.00
PERCENTAGE:
14.461315980%                        By: /s/ MICHAEL ROMANZO
                                        -------------------------------
                                     Name: Michael Romanzo
                                     Title: Assistant Vice President

                                     Lending Office:
                                     200 S. Biscayne Boulevard
                                     FL6208
                                     Miami, Florida  33131
                                     Telephone: 904-489-1010
                                     Facsimile: 904-489-6095

                                     Wire Transfer Instructions:
                                     First Union National Bank
                                     Charlotte, North Carolina
                                     ABA #053000219
                                     Account #145916-2008
                                     Account Name:  Commercial Loan Operations
                                     Attention:  Cindy Petry
                                     Reference: Royal Caribbean Cruises Ltd.



                                      -57-



                                   SCHEDULE I


                               DISCLOSURE SCHEDULE

                                     VESSELS



- ---------------------------------------- --------------------------------------------- -------------------------------
                VESSEL                                      OWNER                                   FLAG
- ---------------------------------------- --------------------------------------------- -------------------------------
                                                                                
Sovereign of the Seas                    Sovereign of the Seas Shipping, Inc.          Norwegian
- ---------------------------------------- --------------------------------------------- -------------------------------
Nordic Empress                           Nordic Empress Shipping Inc.                  Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Infinity                                 Infinity Inc.                                 Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Millennium                               Millennium Inc.                               Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Radiance of the Sea                      Radiance of the Seas Inc.                     Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Explorer of the Seas                     Explorer of the Seas Inc.                     Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Monarch of the Seas                      Monarch of the Seas Inc.                      Norwegian
- ---------------------------------------- --------------------------------------------- -------------------------------
Majesty of the Seas                      Majesty of the Seas Inc.                      Norwegian
- ---------------------------------------- --------------------------------------------- -------------------------------
Grandeur of the Seas                     Grandeur of the Seas Inc.                     Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Rhapsody of the Seas                     Rhapsody of the Seas Inc.                     Norwegian
- ---------------------------------------- --------------------------------------------- -------------------------------
Enchantment of the Seas                  Enchantment of the Seas Inc.                  Norwegian
- ---------------------------------------- --------------------------------------------- -------------------------------
Vision of the Seas                       Vision of the Seas Inc.                       Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Voyager of the Seas                      Voyager of the Seas Inc.                      Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Horizon                                  Fantasia Cruising Inc.                        Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Zenith                                   Zenith Shipping Corp.                         Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Century                                  Blue Sapphire Marine Inc.                     Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Galaxy                                   Esker Marine Shipping Inc.                    Liberia
- ---------------------------------------- --------------------------------------------- -------------------------------
Mercury                                  Seabrook Maritime Inc.                        Panamanian
- ---------------------------------------- --------------------------------------------- -------------------------------



                                  SUBSIDIARIES



- ---------------------------------------------------------------------------- -----------------------------------------
                            NAME OF SUBSIDIARY                                     JURISDICTION OF ORGANIZATION
- ---------------------------------------------------------------------------- -----------------------------------------
                                                                                  
Song of Norway Inc.                                                          Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Nordic Prince Inc.                                                           Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Sun Viking Inc.                                                              Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Song of America Inc.                                                         Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Sovereign of the Seas Shipping Inc. *                                        Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Viking Serenade Inc.                                                         Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Nordic Empress Shipping Inc. *                                               Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Majesty of the Seas Inc. *                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Monarch of the Seas Inc. *                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Admiral Management Inc.                                                      Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
GG Operations Inc.                                                           Delaware
- ---------------------------------------------------------------------------- -----------------------------------------
Island for Science Inc.                                                      Indiana
- ---------------------------------------------------------------------------- -----------------------------------------
Royal Caribbean Management Inc.                                              Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Labadee Investments Ltd.                                                     Cayman Islands
- ---------------------------------------------------------------------------- -----------------------------------------
Societe Labadee Nord, S.A.                                                   Haiti
- ---------------------------------------------------------------------------- -----------------------------------------
Royal Caribbean Cruise Line A/S                                              Norway
- ---------------------------------------------------------------------------- -----------------------------------------









- ---------------------------------------------------------------------------- -----------------------------------------
                            NAME OF SUBSIDIARY                                     JURISDICTION OF ORGANIZATION
- ---------------------------------------------------------------------------- -----------------------------------------
                                                                                  
Royal Caribbean Merchandise Inc.                                             Florida
- ---------------------------------------------------------------------------- -----------------------------------------
Eastern Steamship Lines Inc.                                                 Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Grandeur of the Seas Inc. *                                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Enchantment of the Seas Inc. *                                               Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Rhapsody of the Seas Inc. *                                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Vision of the Seas Inc. *                                                    Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Voyager of the Seas Inc. *                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Explorer of the Seas Inc.*                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Radiance of the Seas Inc.*                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruise Lines Inc.                                                  Cayman Islands
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises Holdings Inc.                                              Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Cruise Mar Shipping Holdings Ltd.                                            Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Seabrook Maritime Inc. *                                                     Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Esker Marine Shipping Inc. *                                                 Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Blue Sapphire Marine Inc. *                                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Fantasia Cruising Inc. *                                                     Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Cruise Mar Investment Inc.                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Universal Cruise Holdings Limited                                            British Virgin Islands
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises Inc.                                                       Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Fourth Transoceanic Shipping Company Limited                                 Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Zenith Shipping Corp. *                                                      Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Mediterranean Blue Sea Holdings Ltd.                                         Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises (Management) Inc.                                          Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Cruceros Celebrity S.L.                                                      Spain
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Travel S.L.                                                        Spain
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises (France) SARL                                              France
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Croisieres S.A.                                                    Switzerland
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises (Hellas) Ltd.                                              Greece
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Crociere (Italia) SRL                                              Italy
- ---------------------------------------------------------------------------- -----------------------------------------
Celebrity Cruises (UK) Ltd.                                                  U.K.
- ---------------------------------------------------------------------------- -----------------------------------------
Atlantic Maritime Recruitment Inc.                                           Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Ajax Navigation Corporation                                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Fifth Transoceanic Shipping Company Limited                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Infinity Inc.*                                                               Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Millennium Inc.*                                                             Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Serenity Management Inc.                                                     Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Royal Celebrity Tours Inc.                                                   Delaware
- ---------------------------------------------------------------------------- -----------------------------------------
Adventure of the Seas Inc.                                                   Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
White Sand Inc.                                                              Liberia
- ---------------------------------------------------------------------------- -----------------------------------------
Summit Inc.                                                                  Liberia
- ---------------------------------------------------------------------------- -----------------------------------------



* Shipholding companies




                                                                       EXHIBIT A

                                FORM OF TERM NOTE



$----------------                                           -------- ---, -----

                                                         ----------, ----------

         FOR VALUE RECEIVED, the undersigned, Royal Caribbean Cruises Ltd., a
Liberian corporation (the "BORROWER"), promises to pay to the order of
___________________________________ (the "LENDER") on __________, ____ the
principal sum of _______________________________________ DOLLARS ($__________)
or, if less, the aggregate unpaid principal amount of all Loans shown on the
schedule attached hereto (and any continuation thereof) made by the Lender
pursuant to that certain Credit Agreement, dated as of May 18, 2001 (together
with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "CREDIT AGREEMENT"), among the Borrower, BANK OF
AMERICA, N.A., as Administrative Agent, and the various financial institutions
(including the Lender) as are, or shall from time to time become, parties
thereto.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement. Payments of
both principal and interest are to be made in lawful money of the United States
of America in same day or immediately available funds to the account designated
by the Administrative Agent.

         This Term Note is a Term Note referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a statement of the terms and conditions on which the Borrower is permitted
and required to make prepayments and repayments of principal of the Indebtedness
evidenced by this Term Note and on which such Indebtedness may be declared to be
immediately due and payable. Unless otherwise defined, terms used herein have
the meanings provided in the Credit Agreement.

         All Loans made by the Lender to the Borrower under the Credit Agreement
and all payments of principal hereof by the Borrower to the Lender shall be
recorded by the Lender and endorsed on the Schedule attached hereto (and any
continuation thereof); PROVIDED that the failure by the Lender to set forth such
Loans, payments and other information on such Schedule shall not in any manner
affect the obligation of the Borrower to repay such Loans in accordance with the
terms thereof.



                                      A-1



         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
THIS TERM NOTE HAS BEEN DELIVERED IN THE STATE OF NORTH CAROLINA AND SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF FLORIDA.

                                     ROYAL CARIBBEAN CRUISES LTD.

WITNESS:

                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------




                                      A-2



                                                           SCHEDULE TO EXHIBIT A


                          LOANS AND PRINCIPAL PAYMENTS




- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                                       Amount of         Unpaid
                      Amount of                        Principal        Principal                      Notation Made
      Date            Loan Made     Interest Period      Repaid          Balance           Total             By
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                                                                    
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------



                                      A-3


                                                                       EXHIBIT B

                                BORROWING REQUEST

Bank of America, N.A.
1850 Gateway Boulevard, 5th Floor
Concord, California 94520

Attention:                 [Name]
                           [Title]

                          ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

         This Borrowing Request is delivered to you pursuant to SECTION 2.3 of
the Credit Agreement, dated as of May 18, 2001 (together with all amendments, if
any, from time to time made thereto, the "CREDIT AGREEMENT"), among Royal
Caribbean Cruises Ltd., a Liberian corporation (the "Borrower"), certain
financial institutions and Bank of America, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT"). Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in the Credit
Agreement.

         The Borrower hereby requests that a Loan be made in the aggregate
principal amount of $_____ on ___________, _____ [having an Interest Period of
months] or [bearing interest at the Base Rate], and hereby certifies to the
Administrative Agent that, to the best of its knowledge, such amount does not
exceed the Note Repurchase Amount.

         The Borrower hereby acknowledges that, pursuant to SECTION 5.2.2 of the
Credit Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrower of the proceeds of the Loans requested hereby
constitute a representation and warranty by the Borrower that, on the date of
such Loans (before and after giving effect thereto and to the application of the
proceeds therefrom), all statements set forth in SECTION 5.2.1 are true and
correct in all material respects.

         The Borrower agrees that if prior to the time of the Borrowing
requested hereby any matter certified to herein by it will not be true and
correct at such time as if then made, it will immediately so notify the
Administrative Agent. Except to the extent, if any, that prior to the time of
the Borrowing requested hereby the Administrative Agent shall receive written
notice to the contrary from the Borrower, each matter certified to herein shall
be deemed once again to be certified as true and correct at the date of such
Borrowing as if then made.

         Please wire transfer the proceeds of the Borrowing to the accounts of
the following persons at the financial institutions indicated respectively:



                                      B-1


                       PERSON TO BE PAID
AMOUNT TO BE           -----------------              NAME, ADDRESS, ETC.
TRANSFERRED         NAME             ACCOUNT NO.     OF TRANSFEREE LENDER
- -----------         ----             ----------      --------------------

$
 ------------   ----------------  -----------------  ----------------------

                                                     ----------------------
                                                     Attention:
                                                               ------------
$
 ------------   ----------------  -----------------  ----------------------

                                                     ----------------------

                                                     ----------------------
                                                     Attention:
                                                               ------------

Balance of          The Borrower
such proceeds                      ----------------  ----------------------

                                                     ----------------------

                                                     ----------------------
                                                     Attention:
                                                            ---------------

         The Borrower has caused this Borrowing Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Officer this ___ day of ___________, _____.

                                       ROYAL CARIBBEAN CRUISES LTD.

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:



                                      B-2

                                                                       EXHIBIT C

                             INTEREST PERIOD NOTICE

Bank of America, N.A.
1850 Gateway Boulevard, 5th Floor
Concord, California 94520

Attention:        [Name]
                  [Title]

                          ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

         This Interest Period Notice is delivered to you pursuant to SECTION 2.4
of the Credit Agreement, dated as of May 18, 2001 (together with all amendments,
if any, from time to time made thereto, the "CREDIT AGREEMENT"), among Royal
Caribbean Cruises Ltd., a Liberian corporation (the "BORROWER"), certain
financial institutions and Bank of America, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT"). Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in the Credit
Agreement.

         The Borrower hereby requests that on                          , ____,
                                              -------------------------

         (1)   The Borrower hereby gives notice to the Administrative Agent of
               the following selection of a type of Loan and Interest Period:

                                     INTEREST  AGGREGATE        DATE OF
               TYPE OF LOAN           PERIOD    AMOUNT           LOAN
               ------------          -------- ---------        --------
               (check one)

                Base Rate Loan_____
                LIBO Rate Loan _____


         (2)   be continued as Loans having an Interest Period of _____ months.

         The Borrower has caused this Interest Period Notice to be executed and
delivered by its Authorized officer this __________ day of ___________, _____.

                                         ROYAL CARIBBEAN CRUISES LTD.

                                         By:
                                                  -----------------------------
                                                  Title:




                                      C-1

                                                                     EXHIBIT D-1

                  [Form of Opinion of Counsel to the Borrower]

                              _______________, 2000

To the Lenders party to the
   Credit Agreement referred to
   below and to Bank of America, N.A.,
   as Administrative Agent

Gentlemen:

         I am the General Counsel of Royal Caribbean Cruises Ltd. ("RCCL") and
have acted in that capacity in connection with the Credit Agreement dated as of
May ___, 2001 (the "Credit Agreement") between RCCL, the Lenders referred to
therein and Bank of America, N.A., as Administrative Agent.

         In connection with the opinions expressed herein, I have examined
originals or copies certified or otherwise identified to my satisfaction of such
agreements, documents, certificates, and other statements of such governmental
officials and corporate officers and other representatives of the corporations
referred to herein and other papers as I have deemed relevant and necessary as a
basis for such opinions. In making such examinations I have assumed the
genuineness of all signatures and the conformity with the originals of all
documents submitted to me as copies. As to facts material to my opinion, I have
relied on the representations, warranties and statements made in or pursuant to
the Credit Agreement and the other documents referred to herein and upon
certificates of public officials and certificates and other written or oral
statements of officers and other representatives of the corporations named
herein.

         Unless otherwise defined herein, the capitalized terms used herein
shall have the meanings assigned to them in the Credit Agreement.

         Based on the foregoing and subject to the qualifications and exceptions
expressed herein, it is my opinion that:

                  (i) no registration or other official action in the State of
         Florida is required in order to render the Credit Agreement or any of
         the other Loan Documents enforceable against RCCL; and

                  (ii) to the extent that their respective incomes are
         excludable from United States Income Taxation pursuant to Section 883
         of the Internal Revenue Code, none of RCCL and its Principal
         Subsidiaries is, or under current law will be, taxable on its income
         under the Revenue Code of the State of Florida. In addition, RCCL is
         not required, as a matter of the law of the State of Florida, to
         withhold income tax with respect to any interest or principal payments
         it is or may be required to make under the Loan Documents.



                                     D-1-1


The opinions expressed above are subject to the following further
qualifications: (i) the effect on the enforceability of the Loan Documents or
insolvency, bankruptcy, moratorium, or reorganization laws or other similar laws
affecting generally the enforcement of creditors' rights, (ii) general equity
principles, (iii) the possibility that certain provisions of the agreements may
not be specifically enforceable, (iv) no opinion is expressed herein as to the
choice of law provisions contained in the Agreements, (v) no opinion is
expressed herein as to the necessity of any of the Lenders to be qualified to do
business in the State of Florida or to make any filings in connection therewith
and (vi) no opinion is expressed herein as to laws other than the laws of the
State of Florida.

         This opinion is solely for the benefit of the Lenders and the
Administrative Agent and is not to be relied on by any other person.

                                           Very truly yours,



                                     D-1-2


                                                                     EXHIBIT D-2

              [Form of Opinion of Liberian Counsel to the Borrower]

                              ______________, 2000

To the Lenders party to the
  Credit Agreement referred to
  below and to Bank of America, N.A.,
  as Administrative Agent

Gentlemen:

         We have acted as legal counsel on matters of Liberian law to Royal
Caribbean Cruises Ltd., a Liberian corporation (the "Borrower"), in connection
with (a) a Credit Agreement dated as of May ___, 2001 (the "Credit Agreement")
and made between (1) the Borrower, (2) the Lenders (as defined therein) as
several lenders, and (3) Bank of America, N.A. (the "Administrative Agent") in
respect of a term loan facility in the maximum aggregate amount of $575,000,000,
and (b) the Term Notes referred to in the Credit Agreement (collectively,
together with the Credit Agreement, the "Documents").

         With reference to the Documents you have asked for our opinion on the
matters set forth below. In rendering this opinion we have examined executed
copies of the Documents. We have also examined originals or photostatic copies
or certified copies of all such agreements and other instruments, certificates
by public officials and certificates of officers of the Borrower as are relevant
and necessary and relevant corporate authorities of the Borrower. We have
assumed with your approval, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies, the power,
authority and legal right of the parties to the Documents other than the
Borrower to enter into and perform their respective obligations under each of
the Documents and the due authorization of the execution of the Documents by all
parties thereto other than the Borrower. We have further assumed the due
execution and delivery of each of the Documents, due compliance with all matters
of, and the validity and enforceability of the Documents, under the respective
laws governing each of the Documents other than the laws of the Republic of
Liberia, in respect of which we are opining.

         As to questions of fact material to this opinion, we have, when
relevant facts were not independently established, relied upon certificates of
public officials and of officers or representatives of the Borrower.

         We are attorneys admitted to practice in the State of New York and do
not purport to be experts in the laws of any other jurisdiction. Insofar as our
opinion relates to the law of the Republic of Liberia, we have relied on
opinions of counsel in Liberia rendered in transactions which we consider to
afford a satisfactory basis for such opinion, and upon our independent
examinations of the Liberian Corporation Act of 1948 (Chapter 1 of Title 4 of


                                     D-2-1


the Liberian Code of Laws of 1956, effective March 1, 1958 as amended to July,
1973), the Liberian Business Corporation Act of 1976 (Part 1 of Title V of the
Liberian Code of Laws (Revised) of 1976, effective January 2, 1977) and the
Liberian Maritime Law (Chapter 3 of Title 22 of the Liberian Code of Laws as
amended) as contained in pamphlets delivered to us by Liberian Corporation
Services Inc. (who have today advised us that to the best of their knowledge
such laws remain in effect on the date hereof) and our knowledge and
interpretation of analogous laws in the United States. We express no opinion as
to the laws of any other jurisdiction by which any of the Documents are
expressed to be governed, and we have assumed with your approval that each of
the Documents is valid, legally binding and enforceable under the law by which
it is expressed to be governed. In rendering our opinion as to the valid
existence in good standing of each of the Corporations, we have relied on
Certificates of Good Standing issued by order of the Minister of Foreign Affairs
of the Republic of Liberia on ________________________ , ______________.

         Based upon and subject to the foregoing and having regard to the legal
considerations which we deem relevant, we are of the opinion that, insofar as
Liberian law is concerned:

1.       The Borrower is a corporation duly incorporated, validly existing under
         the aforementioned Business Corporation Act and in good standing under
         the laws of the Republic of Liberia and has full power to enter into
         and perform its obligations under the Documents;

2.       The Borrower has full right, power and authority to enter into, execute
         and deliver the Documents and to perform each and all of the matters
         and things provided for therein;

3.       Each of the Documents has been executed and delivered by a duly
         authorized signatory of the Borrower and constitutes the legal, valid
         and binding obligations of the Borrower enforceable against the
         Borrower in accordance with its terms;

4.       Neither the execution of, nor the performance of its obligations under,
         any of the Documents by the Borrower will contravene any existing
         applicable law, regulation or restrictions of the Republic of Liberia
         and no consents or approvals of, or exemptions by any Liberian
         governmental or public bodies and authorities are required in
         connection with the execution and delivery by the Borrower of the
         Documents;

5.       Neither the execution nor delivery of any of the Documents, nor the
         transactions contemplated therein, nor compliance with the terms and
         conditions thereof, will contravene any provisions of Liberian law or
         regulation or violate any provisions of the Articles of Incorporation
         or the Bylaws of the Borrower;

6.       It is not necessary to file, record or register any of the Documents or
         any instrument relating thereto or effect any other official action in
         any public office or elsewhere in the Republic of Liberia to render any
         such document enforceable against the Borrower;

7.       Assuming that no more than 25% of the total combined voting power and
         no more than 25% of the total value of the outstanding equity stock of
         the Borrower is owned, directly or indirectly, by persons resident in
         Liberia and that the Borrower does not engage in Liberia in the pursuit



                                     D-2-2


         of gain or profit with a degree of continuity or regularity, the
         Borrower is not required or entitled under any existing applicable law
         or regulation of the Republic of Liberia to make any withholding or
         deduction in respect of any tax or otherwise from any payment which it
         is or may be required to make under any of the Documents;

8.       Assuming none of the Documents having been executed in Liberia, no
         stamp or registration or similar taxes or charges are payable in the
         Republic of Liberia in respect of any of the Documents or the
         enforcement thereof in the Courts of Liberia other than (i) customary
         court fees payable in litigation in the Courts of Liberia and (ii)
         nominal documentary stamp taxes if the Documents are ever submitted to
         a Liberian court;

9.       Assuming that the shares of the Borrower and the Principal Subsidiaries
         are not owned, directly or indirectly, by the Republic of Liberia or
         any other sovereign under Liberian law, neither the Borrower nor any of
         the Principal Subsidiaries nor the property or assets of any of them
         (including in the case of the Principal Subsidiaries any of the Vessels
         and their earnings and insurances and requisition compensation) is
         immune from the institution of legal proceedings or the obtaining or
         execution of a judgment in the Republic of Liberia; and

10.      Under Liberian law the choice by the Borrower of the law of the State
         of Florida to govern the Credit Agreement and the Term Notes is a valid
         choice of law and the irrevocable submission thereunder by the Borrower
         to the jurisdiction of the Circuit Court of the State of Florida for
         the County of Miami Dade and for the United States District Court for
         the Southern District of Florida is a valid submission to such courts.
         In the event a judgment of such courts against the Borrower was
         obtained after service of process in the mariner specified in the
         Credit Agreement, the same would be enforced by the courts of the
         Republic of Liberia without further review on the merits unless: (i)
         the judgment was obtained by fraud; or (ii) the judgment was given in a
         manner contrary to natural justice or the judgment was given in a
         manner contrary to the public policy of the Republic of Liberia; or
         (iii) the judgment was in a case in which the defendant did not appear
         or in which an authorized person did not appear in such defendant's
         behalf; or (iv) the judgment was not for a specific ascertained sum of
         money; or (v) the judgment was not final and conclusive in accordance
         with the laws of the jurisdiction in which the judgment was obtained.

         We qualify our opinion to the extent that (i) the enforceability of the
rights and remedies provided for in the Documents (a) may be limited by
bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting generally the enforcement of creditors' rights and (b) is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), including application by a
court of competent jurisdiction of principles of good faith, fair dealing,
commercial reasonableness, materiality, unconscionability and conflict with
public policy or similar principles, and (ii) while there is nothing in the laws
of the Republic of Liberia that prohibits a Liberian corporation from submitting
to the jurisdiction of a forum other than Liberia, the enforceability of such
submission to jurisdiction provisions is not dependent upon Liberian law and
such provisions may not be enforceable under the laws of a particular
jurisdiction.



                                     D-2-3


         This opinion is issued solely for the benefit of the Lender and the
Administrative Agent, may be relied upon solely by the Lenders and the
Administrative Agent in connection with the transaction described herein and is
not to be made available to, or relied upon by, any other person, firm or
entity.

                                                    Very truly yours,



                                     D-2-4




                                                                       EXHIBIT E

                           LENDER ASSIGNMENT AGREEMENT

To:      Royal Caribbean Cruises, Ltd.

To:      Bank of America, N.A.,
         as the Administrative Agent

                          ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

         We refer to CLAUSE (B) of SECTION 11.11.1 of the Credit Agreement,
dated as of May ___, 2001 (together with all amendments and other modifications,
if any, from time to time thereafter made thereto, the "CREDIT AGREEMENT"),
among Royal Caribbean Cruises, Ltd., a Liberian corporation (the "BORROWER"),
the various financial institutions (the "LENDERS") as are, or shall from time to
time become, parties thereto, and Bank of America, N.A., as administrative agent
(the "ADMINISTRATIVE AGENT") for the Lenders. Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.

This agreement is delivered to you pursuant to CLAUSE (B) of SECTION 11.11.1 of
the Credit Agreement and also constitutes notice to each of you, pursuant to
CLAUSE (A) of SECTION 11.11.1 of the Credit Agreement, of the assignment and
delegation to __________________________ (the "Assignee") of __% of the Loans
and Commitment of ________________________ (the "ASSIGNOR") outstanding under
the Credit Agreement on the date hereof. After giving effect to the foregoing
assignment and delegation, the Assignor's and the Assignee's Percentages for the
purposes of the Credit Agreement are set forth opposite such Person's name on
the signature pages hereof.

         Pursuant to SECTION 11.11 of the Credit Agreement, an assignment fee of
$3,500 shall be payable by the Assignor to the Administrative Agent upon the
effectiveness of any such assignment (including, but not limited to, an
assignment by a Lender to another Lender).

         The Assignee hereby acknowledges and confirms that it has received a
copy of the Credit Agreement and the exhibits related thereto, together with
copies of the documents which were required to be delivered under the Credit
Agreement as a condition to the making of the Loans thereunder. The Assignee
further confirms and agrees that in becoming a Lender and in making its
Commitment and Loans under the Credit Agreement, such actions have and will be
made without recourse to, or representation or warranty by the Administrative
Agent.

         Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Administrative Agent

                  (a)      the Assignee



                                      E-1


                           (i) shall be deemed automatically to have become a
                  party to the Credit Agreement, have all the rights and
                  obligations of a "Lender" under the Credit Agreement and the
                  other Loan Documents as if it were an original signatory
                  thereto to the extent specified in the second paragraph
                  hereof;

                           (ii) agrees to be bound by the terms and conditions
                  set forth in the Credit Agreement and the other Loan Documents
                  as if it were an original signatory thereto; and

                  (b) the Assignor shall be released from its obligations under
         the Credit Agreement and the other Loan Documents to the extent
         specified in the second paragraph hereof.

         The Assignor and the Assignee hereby agree that the [Assignor]
[Assignee] will pay to the Administrative Agent the processing fee referred to
in SECTION 11.11.1 of the Credit Agreement upon the delivery hereof.

         The Assignee hereby advises each of you of the following administrative
details with respect to the assigned Loans and Commitment and requests the
Administrative Agent to acknowledge receipt of this document:

                  (A)               Address for Notices:

                                            Institution Name:

                                            Attention:

                                            Domestic Office:

                                            Telephone:

                                            Facsimile:

                                            Telex (Answerback)

                                            LIBOR Office:

                                            Telephone:

                                            Facsimile:

                                            Telex (Answerback):

                  (B)               Payment Instructions:



                                      E-2


         The Assignee agrees to furnish the tax form required by last paragraph
of SECTION 4.5 (if so required) of the Credit Agreement no later than the date
of acceptance hereof by the Administrative Agent.

         This Agreement may be executed by the Assignor and Assignee in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

ADJUSTED PERCENTAGE                     [ASSIGNOR]
- -------------------

   Commitment
       and
      Loans:                  %
                        ------

                                        By:
                                                 -------------------------------
                                                 Title:

PERCENTAGE                              [ASSIGNEE]
- ----------

   Commitment
      and
     Loans:                  %
                       ------

                                        By:
                                                 -------------------------------
                                                 Title:

Accepted and Acknowledged this
___ day of ___________, _____.

BANK OF AMERICA, N.A.,
     as Administrative Agent

By:
         -----------------------------------
         Title:


                                      E-3



                                                                       EXHIBIT F

                     FORM OF COMMITMENT INCREASE AGREEMENT

Date: ___________________

Bank of America, N.A.,
  as Administrative Agent
335 Madison Avenue
New York, New York  10017

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

Ladies and Gentlemen:

         We refer to the Credit Agreement dated as of May 18, 2001 (as amended,
restated, modified, supplemented or renewed from time to time, the "CREDIT
AGREEMENT") among Royal Caribbean Cruises Ltd. (the "BORROWER"), the Lenders
referred to therein, and Bank of America, N.A., as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT"). Terms defined in the Credit Agreement are
used herein as therein defined.

         This Commitment Increase Agreement is made and delivered pursuant to
SECTION 2.7 of the Credit Agreement.

         Subject to the terms and conditions of SECTION 2.7 of the Credit
Agreement, _______________________________ (the "INCREASING LENDER") will
increase its Commitment to an amount equal to $___________, on the Increased
Commitment Date applicable to it. The Increasing Lender hereby confirms and
agrees that with effect on and after such Increased Commitment Date, the
Commitment of the Increasing Lender shall be increased to the amount set forth
above, and the Increasing Lender shall have all of the rights and be obligated
to perform all of the obligations of a Lender under the Credit Agreement with a
Commitment in the amount set forth above.

         Effective the on the Increased Commitment Date applicable to it, the
Increasing Lender accepts and assumes from the assigning Lenders, without
recourse, such assignment of Loans as shall be necessary to effectuate the
adjustments in the Percentages of the Lenders contemplated by SECTION 2.7 of the
Credit Agreement.

         This Commitment Increase Agreement shall constitute a Loan Document
under the Credit Agreement.

         THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, NOTWITHSTANDING ITS
EXECUTION OUTSIDE SUCH STATE.



                                      F-1


         IN WITNESS WHEREOF, the Increasing Lender has caused this Commitment
Increase Agreement to be duly executed and delivered in _____________,
______________, by its proper and duly authorized officer as of the day and year
first above written.

                                   [INCREASING BANK]

                                   By:
                                      -----------------------------------------
                                   Title:
                                         --------------------------------------


CONSENTED TO as of                     :
                   --------------------

ROYAL CARIBBEAN CRUISES LTD.


By:
    ------------------------------------
Title:
       ---------------------------------


BANK OF AMERICA, N.A.,
as Administrative Agent

By:
    ------------------------------------
Title:
       ---------------------------------




                                      F-2



                                                                       EXHIBIT G

                         FORM OF ADDED LENDER AGREEMENT

Date: ___________________
Bank of America, N.A.
  as Administrative Agent
335 Madison Avenue
New York, New York 10017

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

Ladies and Gentlemen:

         We refer to the Credit Agreement dated as of May 18, 2001 (as amended,
restated, modified, supplemented or renewed from time to time, the "CREDIT
AGREEMENT") among Royal Caribbean Cruises Ltd. (the "Borrower"), the Lenders
referred to therein, and Bank of America, N.A., as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT"). Terms defined in the Credit Agreement are
used herein as therein defined.

         This Added Lender Agreement is made and delivered pursuant to SECTION
2.7 of the Credit Agreement.

         Subject to the terms and conditions of SECTION 2.7 of the Credit
Agreement, _________________________ (the "ADDED LENDER") will become a party to
the Credit Agreement as a Lender, with a Commitment equal to $___________, on
the Increased Commitment Date applicable to it. The Added Lender hereby confirms
and agrees that with effect on and after such Increased Commitment Date, the
Added Lender shall be and become a party to the Credit Agreement as a Lender and
have all of the rights and be obligated to perform all of the obligations of a
Lender thereunder with a Commitment in the amount set forth above.

         Effective on the Increased Commitment Date applicable to it, the Added
Lender accepts and assumes from the assigning Lenders, without recourse, such
assignment of Loans as shall be necessary to effectuate the adjustments in the
Percentages of the Lenders contemplated by SECTION 2.7 of the Credit Agreement.



                                      G-1


         The following administrative details apply to the Added Lender:

         (A)      LENDING OFFICE(S):
                  -----------------

                  Lender name:
                                            -----------------------------------
                  Address:
                                            -----------------------------------


                  Attention:
                                            -----------------------------------
                  Telephone:                (    )
                                            -----------------------------------
                  Facsimile:                (    )
                                            -----------------------------------

                  Lender name:
                                            -----------------------------------
                  Address:
                                            -----------------------------------


                  Attention:
                                            -----------------------------------
                  Telephone:                (    )
                                            -----------------------------------
                  Facsimile:                (    )
                                            -----------------------------------

         (B)      NOTICE ADDRESS:
                  --------------

                  Lender name:
                                            -----------------------------------
                  Address:
                                            -----------------------------------


                  Attention:
                                            -----------------------------------
                  Telephone:                (    )
                                            -----------------------------------
                  Facsimile:                (    )
                                            -----------------------------------

         (C)      PAYMENT INSTRUCTIONS:
                  --------------------

                  Account No.:
                                            -----------------------------------
                  At:
                                            -----------------------------------


                  Reference:
                                            -----------------------------------
                  Attention:
                                            -----------------------------------

         This Added Lender Agreement shall constitute a Loan Document under the
Credit Agreement.


                                      G-2


         THIS ADDED LENDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, NOTWITHSTANDING ITS EXECUTION
OUTSIDE SUCH STATE.

         IN WITNESS WHEREOF, the Added Lender has caused this Added Lender
Agreement to be duly executed and delivered in _____________, ______________, by
its proper and duly authorized officer as of the day and year first above
written.

                                         [ADDED LENDER]

                                         By:
                                              ----------------------------------
                                         Title:
                                                 -------------------------------


CONSENTED TO as of                      :
                   ---------------------

ROYAL CARIBBEAN CRUISES LTD.


By:
     -----------------------------------
Title:
        --------------------------------


BANK OF AMERICA, N.A.,
as Administrative Agent

By:
     -----------------------------------
Title:
        --------------------------------




                                      G-3

EX-2.18

                                                                    EXHIBIT 2.18



                               CONSTELLATION INC.
                                  (as Borrower)

                            CREDIT AGRICOLE INDOSUEZ
                              and SOCIETE GENERALE
                         (as Lead Managers and Lenders)

                             BUYER CREDIT AGREEMENT

                                  CONSTELLATION

                              (Hull n(degree) U31)





                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ARTICLE I - DEFINITIONS.....................................................3


ARTICLE II - AVAILABILITY OF THE CREDIT.....................................7


ARTICLE III - CONDITIONS PRECEDENT TO DRAWING...............................8


ARTICLE IV - DRAWING UNDER THE CREDIT-BORROWER'S IRREVOCABLE
               PAYMENT INSTRUCTIONS........................................13


ARTICLE V - REPAYMENT OF PRINCIPAL - INTEREST - PROMISSORY NOTES...........15


ARTICLE VI - CLAIMS OR DEFENSES MAY NOT BE OPPOSED TO THE LENDERS..........18


ARTICLE VII - CREDIT INSURANCE PREMIUMS....................................19


ARTICLE VIII - FEES........................................................20


ARTICLE IX - TAXES - COSTS AND RELATED CHARGES.............................21


ARTICLE X - DECLARATIONS...................................................23


ARTICLE XI - UNDERTAKINGS..................................................24


ARTICLE XII - PREPAYMENT...................................................27


ARTICLE XIII - INTEREST ON LATE PAYMENTS...................................28


ARTICLE XIV - ACCELERATION - EVENTS OF DEFAULT.............................29


ARTICLE XV - ACCELERATION - OTHER EVENTS...................................33


ARTICLE XVI - CURRENCY OF PAYMENT - DOMICILIATION..........................34


ARTICLE XVII - SECURITY....................................................35


                                      (i)


                                                                          PAGE
                                                                          ----

ARTICLE XVIII - APPLICATION OF SUMS RECEIVED...............................36


ARTICLE XIX ...............................................................37


ARTICLE XX - GOVERNING LAW.................................................38


ARTICLE XXI - ARBITRATION..................................................39


ARTICLE XXII - APPENDICES..................................................40


ARTICLE XXIII - NOTICES AND SERVICES OF PROCESS............................41


ARTICLE XXIV - MISCELLANEOUS...............................................43


ARTICLE XXV - COMING INTO FORCE............................................44


APPENDIX I - DOCUMENTS TO BE PRODUCED BY THE SUPPLIER
               TO SOCIETE GENERAL..........................................45


APPENDIX II - PART 1

         SPECIMEN OF PROMISSORY NOTE A.....................................46


APPENDIX II - PART 2

         SPECIMEN OF PROMISSORY NOTE B.....................................47


APPENDIX III - PART 1

         SPECIMEN OF A LETTER CONTAINING A JOINT INTEREST MANDATE
         TO BE SENT BY THE BORROWER TO SOCIETE GENERALE ...................48


APPENDIX III - PART 2

         LENDER'S LETTER OF UNDERTAKING....................................51


APPENDIX IV

         GUARANTOR's LETTER OF UNDERTAKING.................................52


                                      (ii)

                                                                          PAGE
                                                                          ----

APPENDIX V - PART I

         INDEPENDENT FIRST DEMAND GUARANTEE TO SOCIETE GENERALE............55


APPENDIX V - PART II

         INDEPENDENT FIRST DEMAND GUARANTEE TO CREDIT AGRICOLE INDOSUEZ....58


APPENDIX VI

         APPROVED CHARTERER'S LETTER OF UNDERTAKING........................61


                                     (iii)




THIS BUYER CREDIT AGREEMENT (this "AGREEMENT") is entered into this 18th day of
December, 2001

BETWEEN

CONSTELLATION INC., a wholly owned Subsidiary of Royal Caribbean Cruises Ltd.
and a company incorporated in Liberia and having its registered office at 80
Broad Street, Monrovia, Liberia, represented by Bonnie Biumi, an officer being
duly authorized (the "BORROWER");

SOCIETE GENERALE, a SOCIETE ANONYME with a capital of EUR 529,060,522.50 and
registered number R.C.S. Paris B 552 120 222, of 29 boulevard Haussmann, 75009
Paris, France, represented by Isabelle Seneca ("SOCIETE GENERALE"); and

CREDIT AGRICOLE INDOSUEZ, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE with a capital of EUR 893,780,352 and registered number R.C.S.
Nanterre 304 187 701, of 9, quai du President Paul Doumer 92400 Courbevoie,
France, represented by Guy Olivier Bygodt and Jerome Leblond ("CREDIT AGRICOLE
INDOSUEZ," and referred to together with SOCIETE GENERALE, as the "LENDERS" and
individually, each as a "LENDER").

WHEREAS

A.       A shipbuilding contract was signed on March 16, 1998, and modified by
         its amendment N(degree) 2 signed on February 19, 1999, (the
         "CONTRACT"), between Royal Caribbean Cruises Ltd. ("RCCL") a company
         incorporated in Liberia and having its registered office at 80 Broad
         Street, Monrovia, Liberia and Chantiers de l'Atlantique S.A. (the
         "SUPPLIER") whose registered office is at 25 avenue Kleber, 75116
         Paris, France, for the design, construction and delivery of one
         passenger cruise vessel having hull number U-31 (the "VESSEL") to be
         delivered on or about April 26, 2002.

B.       The contract price of the Vessel is US$ 343,994,500 (subject to
         adjustment in accordance with the terms of the Contract) (the "CONTRACT
         PRICE"), payable at the times and in the manner specified in the
         Contract. The terms of payment of the Contract Price are as follows :

         o  US$ 17,199,725 payable no later than five Banking Days upon
            signature of the amendment N(degree)2;

         o  US$ 17,199,725 payable on May 1, 2000;

         o  US$ 17,199,725 payable on November 1, 2000; and

         o  the remainder payable upon delivery and acceptance of the Vessel.

C.       The Contract may be modified from time to time with respect to certain
         change orders to the specifications of the Vessel (the "CHANGE
         ORDERS"), which such Change Orders are to be expressed in terms of EUR
         and/or FRF.





D.       RCCL has entered into certain forward exchange contracts with third
         parties in order to cover the exchange risk involved by the invoicing
         in EUR and/or FRF of the Change Orders.

E.       On or prior to the Delivery Date, RCCL will assign all its rights and
         obligations under the Contract to the Borrower, and the Borrower will
         accept all such rights and obligations under the Contract in an
         Assignment of Rights (the "ASSIGNMENT OF RIGHTS").

F.       The Lenders agree to make available to the Borrower a credit facility
         on the terms and conditions set out herein for the purpose of assisting
         the Borrower to finance part of the Contract Price including the US$
         equivalent amount of the Change Orders.

NOW THEREFORE, it is agreed as follows:



                                       2




ARTICLE I - DEFINITIONS

In this Agreement (including the Whereas clauses) and the Appendices (all of
which form an integral part of this Agreement) the following expressions shall
have the meanings set out opposite them below.

"APPROVED CHARTERER" means either (i) the Guarantor, or (ii) a wholly owned
Subsidiary of the Guarantor.

"APPROVED CHARTERER'S LETTER OF UNDERTAKING" means the letter of undertaking to
the Lenders to be signed by the Approved Charterer with respect to the Bare Boat
Charter in the form and substance attached hereto as Appendix VI.

"ASSIGNMENT OF INSURANCES" means an assignment to be entered into between the
Borrower, the Approved Charterer, if applicable, and the Lenders and to be in
the agreed form.

"ASSIGNMENT OF REQUISITION PROCEEDS" means an assignment to be entered into
between the Borrower, the Approved Charterer, if applicable, and the Lenders and
to be in the agreed form.

"ASSIGNMENT OF RIGHTS" means that certain Assignment of Rights to be dated on or
prior to the Delivery Date and to be in the agreed form whereby RCCL will assign
all its rights and obligations under the Contract to the Borrower, and the
Borrower will accept all such rights and obligations under the Contract.

"BANKING DAY" means a full day on which commercial banks are open for business
and dealing in deposits in London, New York City and Paris.

"BARE BOAT CHARTER" means a bare boat charter entered into between the Borrower
and an Approved Charterer with respect to the Vessel as approved by the Lenders,
provided that, if the Bare Boat Charter differs from the Bare Boat Charter in
agreed form, such approval will not be reasonably withheld, in accordance with
the provisions of Article XI, paragraph (a)(7) of this Agreement.

"CHANGE ORDERS" means those certain change orders to the specifications of the
Vessel as may be agreed to from time to time by the Borrower and the Supplier,
the net cost of which is payable at delivery.

"CHANGE ORDER AMOUNT" means the net cost of the Change Orders denominated in EUR
and/or FRF.

"COFACE" means Compagnie Francaise d'Assurance pour le Commerce Exterieur.

"COMPULSORY REQUISITION" means the requisition of the Vessel for title or other
compulsory acquisition thereof (otherwise than by way of requisition for hire).




                                       3


"CONTRACT" means that certain contract entered into between RCCL and the
Supplier dated March 16, 1998, and modified by its amendment N(degree) 2 signed
on February 19, 1999, as from time to time amended, in respect of the design,
construction and delivery of the Vessel, to be assigned to and assumed by the
Borrower pursuant to the Assignment of Rights.

"CONTRACT PRICE" means the total price payable by the Borrower to the Supplier
for the Vessel in accordance with the Contract.

"CREDIT" means the credit available to the Borrower hereunder.

"DELIVERY DATE" means the date and time stated in the Protocol of Delivery and
Acceptance.

"DOLLAR" and "US$" mean the lawful currency of the United States of America and,
in respect of all payments to be made hereunder, mean funds which are for same
day settlement in the New York Clearing House Interbank Payments System (or such
other funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in United States dollars).

"EUR" means the single currency of the member states of the European Union
participating in the third stage of the European economic and monetary union
pursuant to the treaty establishing the European Union (as amended from time to
time), which currency replaced FRF since January 1, 2000.

"EVENT OF DEFAULT" means any one of the events specified in Article XIV
paragraph (a) hereof.

"FRF" means French Francs, which since January 1, 2000 is a subdivision of EUR
such that 1 EUR equals 6.55957 FRF.

"FORWARD RATE" means the weighted EUR/USD and/or FRF/USD exchange rate of the
forward exchange contracts entered into by the Borrower to hedge its EUR and/or
FRF exposure in respect of the Change Orders.

"GUARANTEES" means the two (2) irrevocable, unconditional, first demand,
independent guarantees, in the form attached hereto as Appendix V, granted by
RCCL in its capacity as Guarantor on or prior to the Delivery Date in favor of
each of the Lenders guaranteeing the payment of a maximum amount determined on
the basis of the aggregate amount of the Promissory Notes of principal and
interest plus the credit insurance premium, interest on late payments, fees,
breakage costs, other expenses and related costs.

"GUARANTOR" means Royal Caribbean Cruises Ltd., a company incorporated in
Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia,
in its capacity as Guarantor under the Guarantees.




                                       4


"GUARANTOR'S LETTER OF UNDERTAKING" means the letter of undertaking to the
Lenders to be signed by the Guarantor in the form attached hereto as Appendix
IV.

"INTENDED DELIVERY DATE" means:

         (i)      prior to the delivery of the Borrower's notice referred to at
                  Article III paragraph (b) hereof, the date for delivery of the
                  Vessel referred to in Whereas A to this Agreement; and then

         (ii)     following service of the Borrower's notice referred to at
                  Article III paragraph (b) hereof, the date for delivery of the
                  Vessel specified in such notice.

"INSURANCE" means the insurance policies and coverage required pursuant to the
Mortgages.

"LIMIT DATE FOR DRAWING" means the date specified in Article IV after which no
drawing under this Agreement may be made.

"MARITIME REGISTRY" means the maritime registry which the Borrower will specify
to the Lenders no later than three months before the Intended Delivery Date,
being that of the Republic of Liberia or such other registry as the Lenders may
in their discretion agree.

"MATURITY DATE" means the date on which a Promissory Note is payable.

"MORTGAGES" means the two maritime (preferred) mortgages over the Vessel sharing
same first priority in favor of each of the Lenders, to be granted as provided
for in Article XVII hereof and to be in the agreed form.

"PROMISSORY NOTE(S)" means one or more of the promissory notes referred to in
Article V hereof.

"PROTOCOL OF DELIVERY AND ACCEPTANCE" means the protocol of delivery and
acceptance of the Vessel to be signed by the Borrower and the Supplier in
accordance with Article VI.2 of the Contract.

"STATE OF REGISTRATION" means the Republic of Liberia, or such other state as
the Lenders may in their discretion agree.

"SUBSIDIARY" means with respect to the Guarantor, any corporation of which more
than 50% of the outstanding capital stock having ordinary voting power to elect
a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly owned by the Guarantor, by the Guarantor
and one or more other Subsidiaries of the Guarantor, or by one or more other
Subsidiaries of the Guarantor.




                                       5


"SUPPLIER" means Chantiers de l'Atlantique SA, a company incorporated in France
under registration N(degree) RCS Paris B 347 951 204 and having its registered
office at 38, avenue Kleber, 75116 Paris, France.

"TOTAL LOSS" means the actual or constructive or compromised or agreed or
arranged total loss of the Vessel, including any such total loss as may arise
during a requisition for hire.

"TOTAL LOSS DATE" means:

         (i)      in the case of an actual total loss of the Vessel, the actual
                  date on which the Vessel was lost or, if such date is not
                  known, the date on which the Vessel was last reported; or

         (ii)     in the case of a constructive total loss of the Vessel, or in
                  the case of a compromised or arranged total loss of the
                  Vessel, the date of the event giving rise to the claim for
                  such constructive total loss or to the claim for a compromised
                  or arranged total loss.

"VESSEL" means the passenger cruise vessel referred to in Whereas A of this
Agreement and more specially described in the Contract, and, to the extent the
context permits, includes all manuals, logs and technical records relating to
the said vessel.

References in this Agreement to a document "in the agreed form" are to the form
of the relevant document which is initialed for the purposes of identification
by the parties hereto or to such other form as the parties hereto may from time
to time agree, subject to such modification as may be required in good faith by
the Lenders in order to take account of any relevant changes in any laws,
regulations, case law and generally recognized insurance practice relevant to
cruise liners.



                                       6




ARTICLE II - AVAILABILITY OF THE CREDIT

The Lenders shall make available to the Borrower a credit of a maximum amount of
US$ 275,195,600 (two hundred seventy five million one hundred ninety five
thousand six hundred Dollars) to enable it to pay to the Supplier up to 80% of
the Contract Price of the Vessel.

The Credit may only be used to pay for goods and services of French origin.
However, within the limits and under the conditions fixed by the French
authorities, it shall be extended to cover goods and services incorporated in
deliveries made by the Supplier and originating from countries other than the
Borrower's country and France, which have been sub-contracted by the Supplier
and therefore remain under its responsibility.

In the event that the Contract Price for the Vessel increases pursuant to the
terms of the Contract, the Lenders agree to increase the maximum amount of the
Credit by an amount of up to US$ 46,783,252 (being 80% of 17% of US$
343,994,500) to finance up to 80% of the US$ counter-value as at the Forward
Rate of the Change Order Amount if the Borrower so requests by simple written
notification to SOCIETE GENERALE on behalf of the Lenders with a certificate of
the Borrower stating the Forward Rate and a copy of the commercial invoice(s)
for such Change Orders or any such other similar document issued by the Supplier
stating the Change Order Amount.

Any increase in furtherance of the preceding paragraph will be set out in an
addendum to this Agreement to be signed at the latest five (5) Banking Days
before the Intended Delivery Date.



                                       7




ARTICLE III - CONDITIONS PRECEDENT TO DRAWING

The Borrower may only draw under the Credit in accordance with the terms set out
in Article IV below when the following conditions have been fulfilled to the
satisfaction of the Lenders and provided no Event of Default shall have occurred
and be continuing:

         (a)      WITHIN 45 DAYS OF THE EXECUTION OF THIS AGREEMENT:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an opinion of legal counsel to the Lenders
                           as to Liberian law, together with the corporate
                           documentation of the Borrower supporting the opinion,
                           including the Articles of Association and By-laws as
                           filed with the competent authorities, to the effect
                           that:

                           (i)      the Borrower has been duly organized and is
                                    validly existing in good standing as a
                                    corporation under the law of the Republic of
                                    Liberia;

                           (ii)     this Agreement falls within the scope of the
                                    Borrower's corporate purpose as defined by
                                    its Articles of Association and By-laws;

                           (iii)    the Borrower's representatives named in the
                                    opinion were at the date of this Agreement
                                    fully empowered to sign this Agreement;

                           (iv)     either all administrative requirements
                                    applicable to the Borrower (whether in
                                    Liberia or elsewhere), concerning the
                                    transfer of funds abroad and acquisitions of
                                    Dollars to meet its obligations hereunder
                                    have been complied with, or that there are
                                    no such requirements; and

                           (v)      this Agreement is the legal, valid and
                                    binding obligation of the Borrower
                                    enforceable in accordance with its terms
                                    (containing such exceptions as are standard
                                    for opinions of this type).

                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an executed copy of the Contract.

         (b)      NO LATER THAN TEN (10) BANKING DAYS BEFORE THE INTENDED
                  DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of notification from the Borrower of the
                           Intended Delivery Date.

                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a certificate of the treasurer of the
                           Borrower stating the Forward Rate.




                                       8


                  (3)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a notice from the Borrower, signed by a
                           duly authorized signatory of the Borrower, specifying
                           the US$ amount to be drawn under the Credit being the
                           counter-value of the Change Order Amount in the limit
                           set out in Article II and including:

                           (i)      the Change Order Amount;

                           (ii)     the part of the Change Order Amount for
                                    which the financing is required under this
                                    Agreement; and

                           (iii)    the US$ counter-value of such amount at the
                                    Forward Rate.

         (c)      NO LATER THAN THE INTENDED DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an opinion of legal counsel to the Lenders
                           as to Liberian law, together with the corporate
                           documentation of the Guarantor supporting the
                           opinion, including the Articles of Association and
                           By-laws as filed with the competent authorities, to
                           the effect that:

                           (i)      the Guarantor has been duly organized and is
                                    validly existing in good standing as a
                                    corporation under the law of the Republic of
                                    Liberia;

                           (ii)     the Guarantees and the Guarantor's Letter of
                                    Undertaking fall within the scope of the
                                    Guarantor's corporate purpose as defined by
                                    its Articles of Association and By-laws;

                           (iii)    the Guarantor's representatives named in the
                                    opinion were at the date of the Guarantees
                                    fully empowered to sign the Guarantees and
                                    the Guarantor's Letter of Undertaking;

                           (iv)     either all administrative requirements
                                    applicable to the Guarantor (whether in
                                    Liberia or elsewhere), concerning the
                                    transfer of funds abroad and acquisitions of
                                    Dollars to meet its obligations under the
                                    Guarantees have been complied with, or that
                                    there are no such requirements; and

                           (v)      the Guarantees and the Guarantor's Letter of
                                    Undertaking are the legal, valid and binding
                                    obligations of the Guarantor enforceable in
                                    accordance with their terms (containing such
                                    exceptions as are standard for opinions of
                                    this type).




                                       9


                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of

                           (i)      an executed copy of the Assignment of
                                    Rights;

                           (ii)     the executed Guarantees; and

                           (iii)    the executed Guarantor's Letter of
                                    Undertaking;

                  (3)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of the Promissory Notes together with the
                           letter of joint interest mandate relating thereto
                           made out in accordance with Appendix II and Appendix
                           III - Part 1 hereafter; and

                  (4)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a legal opinion of counsel to the Lenders
                           together with the corporate documentation of the
                           Borrower supporting such opinions and a certificate
                           of a competent officer of the Borrower containing
                           specimen signatures of the persons authorized to sign
                           the documents on behalf of the Borrower, confirming
                           that:

                           (i)      the Lenders may continue to rely on the
                                    legal opinion given pursuant to Article III
                                    paragraphs (a)(1)(i), (ii), (iv) and (v)
                                    hereof;

                           (ii)     the Promissory Notes and the said letter of
                                    joint interest mandate have been duly
                                    executed by a fully empowered representative
                                    of the Borrower;

                           (iii)    the Mortgages, the Promissory Notes, the
                                    letter of joint interest mandate relating
                                    thereto, the Assignment of Insurances, and
                                    the Assignment of Requisition Proceeds fall
                                    within the scope of the Borrower's corporate
                                    purpose as defined by its Articles of
                                    Association and By-laws and are binding on
                                    it; and

                           (iv)     the Borrower's representatives named in the
                                    opinion are fully empowered to sign the
                                    Protocol of Delivery and Acceptance, the
                                    Assignment of Insurances, the Assignment of
                                    Requisition Proceeds, and the Mortgages.

                  (5)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of insurance documents in form and substance
                           reasonably satisfactory to the Lenders confirming
                           that the Insurances have been effected and will be in
                           full force and effect on the Delivery Date.



                                       10



                  The parties hereto agree that they will make reasonable
                  efforts to satisfy the conditions precedent referred to in
                  this Article III paragraph (c) thirty (30) days prior to the
                  Intended Delivery Date.

         (d)      ON THE DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of evidence of payment to the Supplier of:

                           (i)      the three installments of the Contract
                                    Price; and

                           (ii)     any other part of the Contract Price not
                                    financed hereunder;

                  (2)      Due execution and effective registration in the
                           Maritime Registry of the Mortgages;

                  (3)      Delivery to the Lenders of the Assignment of
                           Insurances together with relevant notices of
                           assignment and the Assignment of Requisition
                           Proceeds;

                  (4)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of all amounts which are due and payable
                           hereunder by the Borrower on or prior to the Delivery
                           Date; and

                  (5)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a legal opinion of counsel to the Lenders
                           as to Liberian law confirming:

                           (i)      the valid registration of the Vessel in the
                                    Maritime Registry; and

                           (ii)     the Mortgages over the Vessel have been
                                    validly registered in the Maritime Registry;
                                    and

                  (6)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a certificate from the Borrower, signed by
                           an authorized representative of the Borrower,
                           attesting that the declarations contained in Article
                           X hereof are true and correct as of the Delivery Date
                           in consideration of the facts and circumstances
                           existing as of the Delivery Date.

                  (7)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of documentary evidence satisfactory to the
                           Lenders that the EUR and/or FRF amount referred to in
                           Article IV paragraph (a)(ii) is credited or shall be
                           credited to the account of SOCIETE GENERALE on or
                           prior to the Delivery Date.




                                       11


                  (8)      Receipt by Societe Generale acting on behalf of the
                           Lenders of the documents mentioned in Appendix I.

In addition, the Lenders shall not be required to make the Credit available
unless and until the COFACE insurance cover documentation satisfactory to the
Lenders relating to the transactions contemplated hereby has been finally
constituted and received by the Lenders. The Lenders shall take all necessary
steps, in a timely fashion, to enable COFACE to issue such insurance cover
documentation in due time and shall notify the Borrower immediately upon
receiving a satisfactory credit insurance policy from COFACE.



                                       12




ARTICLE IV - DRAWING UNDER THE CREDIT-BORROWER'S IRREVOCABLE PAYMENT
INSTRUCTIONS

The Lenders shall not be obliged to fulfill their obligations to make the Credit
available except by paying the Supplier on behalf of and in the name of the
Borrower, and by reimbursing the Borrower the US$ counter-value based on the
Forward Rate of the part of the Change Order Amount that is to be paid to the
Supplier in accordance with paragraph (a)(ii) hereunder.

The Borrower hereby instructs the Lenders in accordance with Article II above,
upon the conditions and against presentation to SOCIETE GENERALE acting on
behalf of the Lenders of the documents provided for in Appendix I:

         (a)      to pay the Supplier:

                  (i)      the US$ amount remaining due under the Contract up to
                           an amount equal to the lesser of US$ 275,195,600 or
                           80% of the Contract Price (not taking into account
                           the Change Order Amount), plus

                  (ii)     up to the lesser of 80% of the Change Order Amount or
                           of the EUR and/or FRF amount that is the
                           counter-value as at the Forward Rate of US$
                           46,783,252 (being 17% of 80% of US$ 343,994,500) upon
                           receiving the same from RCCL, and

         (b)      to reimburse RCCL, by drawing under the Credit, the US$ amount
                  that is the counter-value at the Forward Rate of the amount
                  referred to in paragraph (a)(ii) above.

The present mandate, given in the joint interest of the parties, is in
consequence irrevocable.

Said payment to the Supplier will be made upon the Delivery Date of the Vessel
during usual banking hours to the Supplier's account as specified by the
Supplier in accordance with the Contract after the receipt by SOCIETE GENERALE
and its approval of the documents provided for in Appendix I.

The only responsibility of SOCIETE GENERALE in examining the documents mentioned
in Appendix I shall be to ascertain that they appear on their face to be in
accordance with the terms and conditions of this Agreement as defined in the
Uniform Customs and Practice for Documentary Credits - ICC Publication 500 (1993
revision).

The Borrower expressly acknowledges that the payment terms set out in this
Article may only be modified with the agreement of the Supplier, the Lenders and
the Borrower.




                                       13


Drawing may not be made under this Agreement (and the Credit shall not be
available) after January 30, 2003, or the date of the Protocol of Delivery and
Acceptance, whichever is the earlier, such earlier date being hereinafter called
the "LIMIT DATE FOR DRAWING."

However, upon documented application by the Borrower, the Lenders will use their
best efforts to postpone the above date of January 30, 2003, by addendum to this
Agreement, it being understood that such extension is subject to the prior
written approval of COFACE.



                                       14




ARTICLE V - REPAYMENT OF PRINCIPAL - INTEREST - PROMISSORY NOTES

         A.       REPAYMENT OF PRINCIPAL

The Borrower shall repay to the Lenders all amounts paid on behalf of the
Borrower under the terms of this Agreement.

Repayments will be made by the Borrower in 17 (seventeen) equal and consecutive
half yearly installments, the first of which will become due six months after
the Delivery Date.

The installments of principal will be evidenced by two sets each of 17
(seventeen) Promissory Notes (i.e. 34 (thirty-four) Promissory Notes) executed
by the Borrower to the order of SOCIETE GENERALE as regards one set ("SET PA")
and CREDIT AGRICOLE INDOSUEZ as regards the other set ("SET PB"). They will be
remitted to SOCIETE GENERALE no later than the Intended Delivery Date of the
Vessel, with a letter of joint interest mandate which will be drawn up according
to Part 1 of Appendix III. These Promissory Notes will be marked PA1 to PA17 for
Set PA and PB1 to PB17 for Set PB.

The amounts on these Promissory Notes of principal, notified by SOCIETE GENERALE
acting on behalf of the Lenders no later than the Intended Delivery Date, will
be determined in accordance with the second paragraph of this Article V.A. The
Maturity Dates of these Promissory Notes will be left in blank.

At the time of the drawing and when the Delivery Date is known, SOCIETE GENERALE
shall for the two sets of Promissory Notes of principal:

         (1)      insert the Maturity Dates on the Promissory Notes taking as
                  reference the Delivery Date;

         (2)      modify, if necessary, the amounts indicated on each Promissory
                  Note corresponding to 1/34 of the total amount of the Credit
                  disbursed; and

         (3)      release the Promissory Notes to SOCIETE GENERALE (with respect
                  to Set PA) and to CREDIT AGRICOLE INDOSUEZ (with respect to
                  set PB),

in accordance with the terms and conditions of the above-mentioned letter of
joint interest mandate.


         B.       PAYMENT OF INTEREST

Interest will be payable on the amount of the Credit drawn under this Agreement
free of any deductions or withholdings, at the rate hereafter set out.




                                       15


Interest will be calculated on the balance of the Credit from time to time
outstanding beginning on the Delivery Date and will be payable in arrears every
six months on the same dates as the installments of principal.

Interest will be computed for the exact number of days elapsed divided by 360
days.

Interest will be payable at a fixed rate of eight per cent (8.00%) per annum,
which rate includes an amount of zero point forty one per cent (0.41%), related
to the COFACE insurance premiums.

The half yearly installments of interest will be evidenced by two sets each of
17 (seventeen) Promissory Notes (i.e. 34 (thirty-four) Promissory Notes)
executed by the Borrower to the order of SOCIETE GENERALE as regards one set
("SET IA") and CREDIT AGRICOLE INDOSUEZ as regards the other set ("SET IB"),
marked IA1 to IA17 for Set IA and IB1 to IB17 for Set IB.

The amounts of these Promissory Notes of interest will be determined in
reference to the Promissory Notes of principal and in accordance with the
interest provisions in this Article V.B.

These Promissory Notes will be issued by the Borrower with the Maturity Dates
left in blank and remitted to SOCIETE GENERALE. SOCIETE GENERALE shall fill in
the Maturity Dates, modify the amount if necessary, and release in the same way
as the Promissory Notes of principal, in accordance with the terms and
conditions of the letter containing a joint interest mandate drawn up as per
Part 1 of Appendix III.

         C.       PROVISIONS COMMON TO ALL THE PROMISSORY NOTES

All the Promissory Notes of principal and interest will be denominated in
Dollars and domiciled with (i.e. payable at) SOCIETE GENERALE, Paris. They will
be in the form set out in Appendix II and will state as consideration "(for
value given pursuant to the Credit Agreement signed on ...)".

All the Promissory Notes of principal and interest shall have the character
attributed to them by French law and will fulfill all the conditions of form and
substance required by that law. The Borrower hereby accepts all obligations
which result from the application of French law.

The Borrower hereby expressly exempts the Lenders and holders from the need to
protest these notes.

         D.       SPECIFIC PROVISIONS REGARDING THE PAYMENT DATES OF ALL SUMS
                  EVIDENCED BY PROMISSORY NOTES

Any payment due by the Borrower under this Agreement as evidenced by a
Promissory Note whose Maturity Date does not fall on a Banking Day shall be



                                       16


postponed to the following Banking Day. Such postponement shall not entail any
modification of the Maturity Dates which will remain at six monthly intervals
from the Delivery Date.

Where these provisions apply, the Maturity Dates and the amounts of the
Promissory Notes will not be modified, but the Promissory Notes shall be paid on
the dates determined in accordance with the above procedure. In such event,
SOCIETE GENERALE acting on behalf of the Lenders shall, one month before the
payment date, send to the Borrower a statement by facsimile indicating the
amount of additional interest at the fixed rate specified in Article V.B. above
accrued on the amount of the Promissory Note of principal, the payment of which
is postponed in accordance with the provisions of this Article V.D. from the
Maturity Date of such Promissory Note until the first Banking Day immediately
following such Maturity Date. Such additional interest shall be paid on the
Maturity Date indicated in such facsimile.



                                       17




ARTICLE VI - CLAIMS OR DEFENSES MAY NOT BE OPPOSED TO THE LENDERS

Since the Lenders are in no way party to the Contract, the Borrower may not
escape liability under the terms of this Agreement by opposing to the Lenders
claims or defenses of any kind whatsoever arising under the Contract, and in
particular from its performance, or from any other relationship between the
Borrower and the Supplier.

Furthermore, the Borrower understands that the Lenders are not a party to the
forward exchange contracts entered into by RCCL with respect to the Change
Orders. The Borrower hereby agrees that the Lenders have assumed no
responsibility thereunder, and the Borrower may not avoid liability under the
terms of this Agreement or the Promissory Notes, by raising any claims or
defences of any kind it may otherwise have under such contracts. The Borrower
further waives any and all rights and defences it might otherwise have against
the Lenders resulting from or arising out of the performance of such forward
exchange contracts by any party thereto.



                                       18




ARTICLE VII - CREDIT INSURANCE PREMIUMS

The Borrower undertakes to repay the Lenders the premiums due to COFACE under
the insurance policy related to this Agreement. These premiums are due by the
Borrower and will be paid by the Lenders to COFACE upon the drawing of the
Credit under this Agreement (provided that no such premiums will be due if the
Credit is not drawn).

The premiums will be financed as per Article V.B. above and will be repaid by
the Borrower by paying additional interest computed at a rate of zero point
forty one per cent (0.41%) per annum. This additional amount is included in the
rate set out in Article V.B. above. The premiums so included in the rate of
interest are due in any event.

Consequently, in case of either prepayment or acceleration of the Credit
pursuant to Articles XII and XIV hereafter, the Borrower undertakes to repay the
Lenders, upon receipt of SOCIETE GENERALE's detailed statement stating the
amount of such insurance premiums remaining due, the amount of the insurance
premium not yet reimbursed by the payments of interest already made by the
Borrower.

If there is no prepayment or acceleration of the Credit pursuant to Articles XII
and XIV hereafter, the Borrower will be released from its obligation of
repayment of credit insurance premiums to the Lenders only after full payment of
all the Promissory Notes of interest.



                                       19




ARTICLE VIII - FEES

The following fees shall be paid to Societe Generale acting on behalf of the
Lenders by the Borrower as required hereunder:

         (a)      A MANAGEMENT FEE of US$ 75,000 shall be paid as follows:

                  -        US$ 37,500, upon signature of the Agreement; and

                  -        US$ 37,500, on the date falling on the earlier of (i)
                           the Delivery Date or (ii) the date of early
                           termination of the Agreement pursuant to Articles XIV
                           and XV or the date of cancellation of the Credit by
                           the Borrower pursuant to Article XXV.

         (b)      A COMMITMENT FEE of 0.125 % p.a. shall be paid for the period
                  from the date of signature of the Agreement till the Delivery
                  Date of the Vessel or the Limit Date for Drawing, or the date
                  of receipt by SOCIETE GENERALE acting on behalf of the Lenders
                  of the written termination notice sent by the Borrower as
                  described in Article XXV, whichever is the earliest. This
                  commitment fee shall be calculated on the undrawn amount of
                  the Credit at the date of signature of the Agreement, and paid
                  in arrears on such date falling six months after the date of
                  signature of the Agreement and on each date falling at the end
                  of each following consecutive six month period, to the
                  exception of the commitment fee due in respect of the last
                  period, which shall be paid upon Delivery Date of the Vessel.
                  The commitment fee shall be calculated on the actual number of
                  days elapsed divided by 360.

         (c)      AN AGENCY FEE of US$ 20,000 shall be paid yearly in advance as
                  from the Delivery date of the Vessel, and then, on each
                  anniversary date thereof, until total repayment of the Credit.



                                       20




ARTICLE IX - TAXES - COSTS AND RELATED CHARGES

         (a)      All present and/or future taxes, levies and duties whatsoever
                  legally payable in France as a consequence of the signature or
                  performance of this Agreement shall be paid by the Lenders.

         (b)      All present and/or future taxes, levies and duties whatsoever
                  legally payable outside France (other than taxes payable by
                  each of the Lenders on its overall net income) as a
                  consequence of the signature or performance of this Agreement
                  shall be paid by the Borrower. In consequence, all payments of
                  principal and interest, whether or not evidenced by Promissory
                  Notes, interest on late payments, compensation, costs, fees
                  and related charges, due in connection with this Agreement
                  shall be made without any deduction or withholding in respect
                  of taxes, levies and duties mentioned in this paragraph (b) of
                  this Article IX. The Borrower therefore hereby agrees
                  expressly that if for any reason full payment of the above
                  amounts is not made, it will immediately pay the Lenders the
                  sums necessary to compensate exactly the effect of the
                  deductions or withholdings made in respect of taxes, levies
                  and duties mentioned in this paragraph (b) of this Article IX.
                  If the Borrower fails to perform this obligation, the Lenders
                  shall be entitled, in accordance with Article XIV, either not
                  to make available the Credit or, as the case may require, to
                  require immediate repayment of the Credit.

         (c)      The Borrower undertakes to pay to the Lenders, upon demand,
                  all reasonable costs and expenses, duties and fees, incurred
                  by the Lenders in connection with the negotiation, preparation
                  and execution of all agreements, guarantees, security
                  agreements and related documents entered into, or to be
                  entered into, for the purpose of the transaction contemplated
                  hereby (except the legal expenses incurred by the Lenders in
                  connection with the preparation and negotiation of this
                  Agreement and the documents in agreed form and the legal
                  expenses incurred by the Lenders in connection with the
                  documents to be executed at delivery which will be reimbursed
                  by the Borrower to Societe Generale acting on behalf of the
                  Lenders up to the limit of US$ 5,000) as well as all
                  reasonable costs and expenses, duties and fees incurred by the
                  Lenders in connection with the registration, filing,
                  enforcement or discharge of the said guarantees or security
                  agreements, including without limitation the fees and expenses
                  of legal advisers and insurance experts, the cost of
                  registration and discharge of security interests and the
                  related travel expenses; the Borrower further undertakes to
                  pay to the Lenders all reasonable costs, expenses, duties and
                  fees incurred by them in connection with any variation of this



                                       21


                  Agreement and the related documents, guarantees and security
                  agreements, any supplements thereto and waiver given in
                  relation thereto, in connection with the enforcement or
                  preservation of any rights under this Agreement and/or the
                  Promissory Notes and/or the related guarantees and security
                  agreements, including in each case the fees and expenses of
                  legal advisers, and in connection with the consultations or
                  proceedings made necessary by the acts of, or failure to act
                  on the part of the Borrower.

         (d)      The Borrower undertakes to pay to the Lenders, upon demand,
                  any costs incurred by the Lenders in funding the Credit in the
                  event that the Delivery Date is later than the Intended
                  Delivery Date provided the Borrower has not given the Lenders
                  with at least three (3) business days notification of such
                  delay in the Delivery Date.



                                       22




ARTICLE X - DECLARATIONS

         The Borrower hereby declares and warrants to each Lender that:

         (a)      The Borrower is duly incorporated, validly existing and in
                  good standing under the laws of Liberia and has power to carry
                  on its business as it is now being conducted and to own its
                  property and other assets;

         (b)      The Borrower has the power to execute and perform each of its
                  obligations under this Agreement and all necessary corporate
                  and other actions have been taken by the Borrower to authorize
                  the execution and performance of the same;

         (c)      The execution and performance by the Borrower of this
                  Agreement do not contravene any law, regulation, judicial or
                  administrative decree or conflict with the By-Laws or Articles
                  of Association of the Borrower;

         (d)      There are no governmental approvals outside France which are
                  necessary for the execution and performance by the Borrower of
                  this Agreement or for this Agreement to be enforceable against
                  the Borrower, other than those which have already been
                  obtained;

         (e)      There are no proceedings before any arbitration tribunal,
                  court, government agency or administrative body pending or
                  threatened against the Borrower which, in the reasonable
                  opinion of the Borrower, are likely to be adversely
                  determined, and would (if adversely determined) be likely to
                  (i) materially and adversely affect the financial condition of
                  the Borrower or impair the ability of the Borrower to pay,
                  when due, any amounts due hereunder, or (ii) in any material
                  respect prevent or prohibit the execution or performance of
                  this Agreement or preclude or impair the exercise by the
                  Lenders of their rights hereunder;

         (f)      The Borrower is not in default under any material agreement or
                  obligation to which it is a party or by which it is bound;

         (g)      No Event of Default has occurred and is continuing; and

         (h)      There are at the date of the execution of this Agreement no
                  notarizations, filings, recordings, registrations or
                  enrollments in any court, public office or elsewhere in
                  Liberia which are necessary in order to ensure the legality,
                  validity, enforceability or admissibility in evidence of this
                  Agreement and any such notarizations, filings, recordings,
                  registrations or enrollments as may be necessary as at the
                  Delivery Date to ensure the legality, validity, enforceability
                  or admissibility in evidence of this Agreement shall have been
                  obtained.



                                       23




ARTICLE XI - UNDERTAKINGS

         (a)      The Borrower hereby undertakes that it shall:

                  (1)      Provide SOCIETE GENERALE, acting on behalf of the
                           Lenders, with its (or if its financial statements are
                           consolidated with the Guarantor's, the Guarantor's)
                           quarterly and annual financial statements promptly
                           after the Guarantor's financial statements are filed
                           with the United States Securities and Exchange
                           Commission;

                  (2)      Promptly advise SOCIETE GENERALE, acting on behalf of
                           the Lenders, of any event or circumstance which, in
                           the reasonable opinion of the Borrower, would be
                           likely to have a material adverse effect on the
                           Borrower's ability to perform its obligations under
                           this Agreement, the Mortgages, the Assignment of
                           Insurances, or the Assignment of Requisition
                           Proceeds;

                  (3)      Promptly give written notice to SOCIETE GENERALE,
                           acting on behalf of the Lenders, of any material
                           litigation or arbitration or administrative or other
                           proceedings before or of any arbitration tribunal
                           court, governmental agency or administrative body
                           affecting the Vessel;

                  (4)      Inform the Lenders within one month of all changes to
                           its legal form, nature or corporate purpose and shall
                           supply all supporting documents relating to such
                           change;

                  (5)      Provide the Lenders with the same documents and
                           information, with respect to the Guarantor, as
                           required in paragraphs (1), (2) and (4) above;

                  (6)      Comply with the requirements of all laws, rules,
                           regulations, orders and decrees of any
                           administrative, governmental, or judicial authority
                           or other organization or body, applicable to the
                           Borrower or any part of its assets, the
                           non-compliance with which would materially and
                           adversely affect the credit of the Borrower or its
                           ability duly to perform and observe the obligations
                           expressed to be assumed by the Borrower in or
                           pursuant to this Agreement;

                  (7)      Not enter into any bare boat charter other than a
                           Bare Boat Charter with an Approved Charterer which
                           terms have been agreed to by the Lenders provided
                           that such agreement shall not be unreasonably
                           withheld if:

                           (i)      the Borrower shall remain responsible to the
                                    Lenders for the complete and proper
                                    performance of its obligations under this
                                    Agreement;



                                       24



                           (ii)     the hire due under the Bare Boat Charter is
                                    paid in such amount and at such time as to
                                    enable the Borrower to meet its obligations
                                    under this Agreement;

                           (iii)    such hire referred to in subparagraph (ii)
                                    above is assigned to Lenders in an
                                    assignment agreement in form and substance
                                    satisfactory to the Lenders;

                           (iv)     the Bare Boat Charter is subject to and
                                    subordinate to the Mortgages and the
                                    Approved Charterer agrees that the Bare Boat
                                    Charter terminates in the event that this
                                    Credit is accelerated pursuant to the
                                    provisions of Articles XIV and XV, and the
                                    Bare Boat Charter contains provisions on
                                    insurances, maintenance and use of the
                                    Vessel that are no less onerous than such
                                    provisions in this Agreement and in the
                                    Mortgages;

                           (v)      the Approved Charterer issues to the Lenders
                                    the Approved Charterer's Letter of
                                    Undertaking, provided that no such Approved
                                    Charterer's Letter of Undertaking shall be
                                    required if the Approved Charterer's
                                    acknowledgment of the assignment mentioned
                                    in subparagraph (iii) above includes a
                                    similar undertaking;

                           (vi)     legal counsel to the Lenders as to Liberian
                                    law is in a position to confirm that the
                                    Bare Boat Charter falls within the scope of
                                    the Borrower's corporate purpose as defined
                                    in its Articles of Association and By-laws,
                                    and that the Borrower's representatives
                                    having executed the Bare Boat Charter were
                                    at that date fully empowered to sign the
                                    Bare Boat Charter; and

                           (vii)    legal counsel to the Lenders have been
                                    provided with the corporate documentation of
                                    the Approved Charterer, and the Lenders have
                                    received from their counsel a legal opinion
                                    with respect to the Bare Boat Charter and
                                    the Approved Charterer's Letter of
                                    Undertaking in substantially the form of the
                                    opinion requested under Article III,
                                    paragraph (1)(a) of this Agreement.

                  (8)      Other than the hiring of cabins in the ordinary
                           course of business, not to enter into any other form
                           of hiring or leasing of all or part of the Vessel
                           with any person without the prior written consent of
                           the Lenders (such consent not to be unreasonably
                           withheld) other than time, voyage or cabin charters
                           of less than ninety (90) days (including any
                           extensions or renewals) during which operational
                           control and the crew remain that of the Borrower (or
                           the Approved Charterer as the case may be); and



                                       25


                  (9)      Not, without the prior written agreement of the
                           Lenders, enter into any form of transfer of any of
                           its rights or obligations arising from this
                           Agreement.

         (b)      The Borrower further undertakes that, for so long as sums are
                  owing or may be owing under this Agreement and/or the
                  Promissory Notes, it shall:

                  (1)      Not substantially modify the Contract, directly or
                           indirectly, if, by reason of regulations which apply
                           to either Lender, such modification would make such
                           Lender's commitment impossible to fulfill or would
                           change the substance or form of its commitment. The
                           Borrower may, therefore, submit to the Lenders any
                           proposals for modification which in its opinion,
                           might have such consequence, and the Lenders will
                           indicate in a timely manner whether the modification
                           proposed will allow the Credit to be maintained;

                  (2)      Not without the prior written consent of the Lenders
                           make any act of disposal of the Vessel whether
                           gratuitous or otherwise, or enter into any commitment
                           to third parties affecting the ownership of the
                           Vessel (unless the effectiveness of such commitment
                           is itself expressed to be conditional upon the prior
                           prepayment of the Credit or the written consent of
                           the Lenders);

                  (3)      Keep the Vessel, or cause the Vessel to be kept, in
                           good working order and well maintained;

                  (4)      Take such steps as may be reasonably necessary to
                           maintain and protect the interest of the Lenders in
                           the Vessel as the first priority mortgagees of the
                           Vessel and in the Insurances of the Vessel as first
                           priority assignees thereof;

                  (5)      Promptly furnish SOCIETE GENERALE, acting on behalf
                           of the Lenders, with, or procure that it is furnished
                           promptly with, all such information as SOCIETE
                           GENERALE, acting on behalf of the Lenders, may from
                           time to time reasonably request regarding the Vessel,
                           her Insurances, operation, state and condition; and

                  (6)      Take all steps that may be necessary or desirable
                           under any applicable law to publish or otherwise
                           inform third parties that the Vessel is subject to
                           the Mortgages.



                                       26




ARTICLE XII - PREPAYMENT

The Borrower may prepay all or part of the Credit provided a prepayment covers
the full amount of one or more installments of principal evidenced by the
relevant Promissory Notes of principal, unless the Lenders agree otherwise and
provided such prepayment is made on the same day of any month as the day of the
normal Maturity Dates. Sums prepaid will be applied in accordance with Article
XVIII below. This option to prepay may only be exercised if one month's prior
written notice indicating the intended date of prepayment is given to SOCIETE
GENERALE on behalf of the Lenders.

The conditions of such prepayment will be, in due time and prior to such
prepayment, settled by mutual agreement between the Lenders and the Borrower.
Such mutual agreement will deal with practical procedures, in particular those
regarding the Promissory Notes, as well as of compensation to be paid by the
Borrower to the Lenders in addition to the COFACE premiums pursuant to Article
VII. Such compensation will be the sum of (i) the difference (if positive),
calculated by the Lenders, between the actual cost for the Lenders of the
funding for the Credit and the rate of interest for the monies to be invested by
the Lender, applied to the amounts so prepaid for the period from said
prepayment until the next interest prepayment date (if prepayment does not occur
on an interest payment date) and (ii) the charges (if any) imposed on the
Lenders by the French Government Authorities (funding or breakage costs of the
French Government Authority in charge of monitoring the fixed interest rate).
Details of any such calculations shall be supplied to the Borrower by the
Lenders.



                                       27




ARTICLE XIII - INTEREST ON LATE PAYMENTS

Without prejudice to the provisions of Article XIV below, concerning Events of
Default, and without the present Article in any way constituting a waiver of
terms of payment, all Promissory Notes and/or sums due by the Borrower under
this Agreement will automatically bear interest on a day to day basis from the
date when they are payable until the date of actual payment at a rate per annum
equal to the higher of: (i) the rate at which overnight deposits in Dollars of
the same amount as the overdue amount are offered to SOCIETE GENERALE plus 3%,
or (ii) 11.00%. The interest will itself bear interest at the above rate if it
is due for an entire year.



                                       28




ARTICLE XIV - ACCELERATION - EVENTS OF DEFAULT

         (a)      No drawing under this Credit may be requested from the Lenders
                  and the Lenders may require immediate payment of the
                  outstanding Promissory Notes of principal together with the
                  next maturing Promissory Notes of interest and the amount of
                  COFACE premiums included in the Promissory Notes of interest
                  which have not been accelerated if any one of the following
                  Events of Default occurs and is continuing:

                  (1)      the Borrower is in default in the payment of any of
                           the Promissory Notes when and as the same shall
                           become due and payable as therein and herein provided
                           and such default shall continue for seven (7) days
                           after the due date;

                  (2)      the Borrower is in default in the payment of any
                           other amounts payable under this Agreement or the
                           Mortgages and such default shall not have been cured
                           within ten (10) days from the receipt of a notice
                           from the Lenders stating that the payment is overdue;

                  (3)      at any time any of the Insurances ceases to be in
                           full force and effect for any reason;

                  (4)      the Borrower fails to perform any of its obligations
                           (other than those referred to elsewhere in this
                           Article XIV) under this Agreement and (if such
                           failure is capable of remedy) such failure remains
                           unremedied ten (10) days after the Borrower has
                           received notice of such failure (provided, however,
                           that the said period of ten (10) days shall be
                           extended to thirty (30) days if the Borrower
                           demonstrates to the Lenders' satisfaction (the
                           Lenders acting in good faith) that it is taking all
                           steps available to it to remedy the relevant failure
                           and that the relevant failure will be remedied within
                           such period of thirty (30) days);

                  (5)      the Borrower shall (a) apply for or consent to the
                           appointment of a receiver or trustee or liquidator of
                           the Borrower or of all or a substantial part of the
                           assets of the Borrower (b) be unable or admit in
                           writing its inability to pay its debts as they mature
                           (c) make a general assignment for the benefit of
                           creditors, (d) be adjudicated insolvent or bankrupt,
                           (e) file or make a voluntary petition in bankruptcy
                           or a petition or an answer seeking reorganization
                           (except for a reorganization made with the Lenders'
                           prior written consent, which shall not be
                           unreasonably withheld) or an arrangement with
                           creditors generally (f) take advantage of any
                           insolvency law (g) file an answer admitting the
                           material allegations of a petition filed against the
                           Borrower in any bankruptcy reorganization or



                                       29


                           insolvency proceeding, (h) be liquidated, (i) be
                           subject to any judicial arrangement of debts, or (j)
                           take any corporate action for the purpose of
                           effecting any of the foregoing;

                  (6)      an order, judgment or decree shall be entered without
                           the application, approval or consent of the Borrower
                           by any court of competent jurisdiction approving a
                           petition seeking reorganization of the Borrower or
                           appointing a receiver, trustee or liquidator of the
                           Borrower or of all or a substantial part of the
                           assets of the Borrower and such order, judgment or
                           decree: (i) is not being actively contested by the
                           Borrower in good faith and by appropriate
                           proceedings, or (ii) even if being so contested,
                           continues unstayed and in effect for a period of
                           thirty (30) days;

                  (7)      any declaration, representation or warranty made by
                           the Borrower in this Agreement, the Assignment of
                           Insurances, the Assignment of Requisition Proceeds,
                           or the Mortgages shall have been incorrect when made
                           in any material respect;

                  (8)      merger, splitting up or redomiciliation of the
                           Borrower to another jurisdiction or modification of
                           the corporate purpose or the corporate form of the
                           Borrower without the Lenders' consent (not to be
                           unreasonably withheld);

                  (9)      the Borrower ceases to carry on business or disposes
                           of all or substantially all of its business, property
                           and assets;

                  (10)     the Borrower shall be declared in default, after, if
                           applicable, any grace period, under any financing
                           agreement (including amongst others any lease
                           financing or hire purchase agreements) entered into
                           by the Borrower (including as guarantor) and as a
                           result thereof, the repayment of such financing being
                           in excess of US$ 15,000,000 is accelerated or the
                           relevant financing is terminated or any claim in
                           excess of US$ 15,000,000 is made against the Borrower
                           in respect of any debt and the same is not paid or
                           challenged in good faith by the Borrower within any
                           applicable grace period;

                  (11)     any governmental measure or decision, whether
                           applying generally or solely to the Borrower or the
                           Vessel, is taken in Liberia or the country of the
                           Maritime Registry for the time being or any other
                           country from or through which payments under this
                           Agreement or the Promissory Notes are made by the
                           Borrower, or any other event occurs in Liberia or the
                           country of the Maritime Registry for the time being
                           or any other country from or through which payments
                           under this Agreement or the Promissory Notes are made
                           by the Borrower, which, in either case, might
                           reasonably be expected to impede the performance of
                           the Borrower's obligations under the Mortgages, the
                           Promissory Notes or this Agreement, unless the



                                       30


                           Borrower proves to the Lenders' satisfaction within
                           thirty (30) days of such measure or decision taking
                           effect that it has taken such action as may be
                           necessary to avoid such impediment to performance;

                  (12)     the Borrower sells or otherwise disposes of, or loses
                           (otherwise than as a result of a Compulsory
                           Requisition), title to the Vessel;

                  (13)     either: (i) the Vessel is put up for forced auction
                           or necessary auction, (ii) the Vessel is encumbered
                           by any distraint and the Borrower is unable to secure
                           the release of the Vessel from such distraint within
                           ten (10) days, or (iii) any claim secured by maritime
                           lien on the Vessel is not paid within twenty days
                           from its becoming due and payable, other than liens
                           contested in good faith by the Borrower;

                  (14)     there is a destruction or capture, by enemies of the
                           Republic of Liberia or by or through the authority of
                           any foreign government, pirates or others or
                           forfeiture of the Vessel, or the Borrower, for any
                           other reason, wholly or partially loses control of
                           the Vessel and, in the event of capture only, the
                           Vessel is not freed within ten (10) days;

                  (15)     the Borrower shall do or cause to be done any act or
                           thing which could reasonably be expected to make void
                           or voidable the registration of the Vessel and/or the
                           Mortgages or the Vessel shall cease to be registered
                           under the flag of the Maritime Registry previously
                           approved by the Lenders, unless the Lenders have
                           agreed to such change of registration;

                  (16)     the Vessel is arrested or taken in execution of any
                           lien or judgment and is not freed from such arrest or
                           from such taking in execution within ten (10) days
                           thereof;

                  (17)     the Guarantor fails to perform any of its
                           undertakings (other than the undertakings of the
                           Guarantor set forth in paragraph 2(b)(5) and (6) of
                           the Guarantor's Letter of Undertaking) under the
                           Guarantor's Letter of Undertaking and (if such
                           failure is capable of remedy) such failure remains
                           unremedied ten (10) days after the Guarantor has
                           received notice of such failure (provided, however,
                           that the said period of ten (10) days shall be
                           extended to thirty (30) days if the Guarantor
                           demonstrates to the Lenders' satisfaction (the
                           Lenders acting in good faith) that it is taking all
                           steps available to it to remedy the relevant failure
                           and that the relevant failure will be remedied within
                           such period of thirty (30) days);

                  (18)     Any of the events listed in paragraphs (5), (6), (9)
                           or (11) above occurs with respect to the Guarantor
                           (taking into account, MUTATIS MUTANDIS, any
                           applicable grace periods);




                                       31


                  (19)     any declaration, representation or warranty made by
                           the Guarantor in the Guarantor's Letter of
                           Undertaking shall have been incorrect when made in
                           any material respect;

                  (20)     the Guarantor shall be declared in default, after, if
                           applicable, any grace period, under any financing
                           agreement (including amongst others any lease
                           financing or hire purchase agreements) entered into
                           by the Guarantor (including as guarantor) and as a
                           result thereof, the repayment of such financing being
                           in excess of US$ 50,000,000 is accelerated or the
                           relevant financing is terminated or any claim in
                           excess of US$ 50,000,000 is made against the
                           Guarantor in respect of any debt and the same is not
                           paid or challenged in good faith by the Guarantor
                           within any applicable grace period;

                  (21)     any of the events of default contained in the
                           Mortgages occurs.

         (b)      Notice of any Event of Default and/or of acceleration of the
                  Promissory Notes shall be given by the Lenders in accordance
                  with Article XXIII hereof.

         (c)      In no event shall any delay in exercising the Lenders' right
                  to require advance repayment be interpreted as a waiver of
                  this right.

         (d)      Furthermore, in case of such accelerated repayment following
                  an Event of Default, the Borrower shall be liable to pay to
                  SOCIETE GENERALE, on behalf of the Lenders, in addition to the
                  COFACE premiums pursuant to Article VII, compensation
                  calculated as provided for in Article XII.

         (e)      In the event that the accelerated amount is received by
                  SOCIETE GENERALE on behalf of the Lenders before the date of
                  normal maturity of the accelerated Promissory Notes of
                  interest, the Borrower shall, subject to no sums remaining due
                  to the Lenders from the Borrower, be entitled to refund of
                  interest for the actual number of days between the date on
                  which the Lenders received the amount and the normal Maturity
                  Date for the amount.

         (f)      Any Event of Default which is cured before action is taken by
                  the Lenders under this Article XIV shall be considered as not
                  having occurred.



                                       32




ARTICLE XV - ACCELERATION - OTHER EVENTS

         (a)      The Lenders may also require immediate payment of the then
                  outstanding Promissory Notes of principal together with the
                  next maturing Promissory Notes of interest and the amount of
                  the COFACE premiums included in the Promissory Notes of
                  interest which have not been accelerated and all other sums
                  due hereunder if:

                  (i)      the Guarantor shall default in the due performance
                           and observance of any of the undertakings set forth
                           in paragraph 2(b)(5) or (6) of the Guarantor's Letter
                           of Undertaking; or

                  (ii)     there occurs the Total Loss or Compulsory Requisition
                           of the Vessel.

         (b)      Notice of the acceleration of the Promissory Notes pursuant to
                  this Article XV shall be given by the Lenders in accordance
                  with Article XXIII hereof.

         (c)      However, if the event mentioned in paragraph (a)(ii) of this
                  Article XV occurs (but without prejudice to the Lenders'
                  rights to receive the insurance proceeds forthwith upon
                  collection as may be provided for in the Mortgages and/or
                  Assignment of Insurances and/or Assignment of Requisition
                  Proceeds), the Borrower shall not be required to pay its
                  indebtedness under this Agreement (whether or not evidenced by
                  Promissory Notes) earlier than the date which is 90 (ninety)
                  days after the Total Loss Date or the date of Compulsory
                  Requisition.

         (d)      The provisions of paragraphs (c), (d), and (e) of Article XIV
                  shall apply MUTATIS MUTANDIS to acceleration of the Promissory
                  Notes pursuant to this Article XV.



                                       33




ARTICLE XVI - CURRENCY OF PAYMENT - DOMICILIATION

(a)      The funds for payment of the Promissory Notes at the domiciliation bank
         as well as all other sums due by the Borrower under this Agreement,
         shall be paid in Dollars to the credit of the account of
         FINT/RES/BAC/EXT, number [      ] with SOCIETE GENERALE, 1221 Avenue of
         the Americas, New York NY 10020, under the following reference: "Buyer
         Credit RCCL CONSTELLATION." These sums must be credited before 11.00
         a.m. New York time in freely transferable and convertible currency. For
         each payment to be made, the Borrower shall notify SOCIETE GENERALE on
         the third Banking Day prior to the due payment date that it will issue
         instructions to its bank (which shall be named in such notification) to
         make the relevant payment.

(b)      The funds for payment by the Borrower to the Lenders of the Change
         Order Amount shall be paid in EUR and/or FRF to the credit of the
         account of OPER/FIN/EXT, swift address SOGRPPFIN at SOCIETE GENERALE,
         Paris, under the following reference: "Buyer Credit RCCL
         CONSTELLATION." These sums must be credited before 11:00 a.m. Paris
         time in freely transferable and convertible currency.

(c)      The funds for reimbursing RCCL by the Lenders of the US$ amount
         specified in Article IV (b) shall be paid in Dollars to the credit of
         the account of RCCL at: Chase Manhattan, New York, Royal Caribbean
         Cruises Ltd., ABA # 021-000-021, Account # [          ], Swift Code
         CHASUS33.

(d)      Except with respect to the Change Order Amount, Dollars shall be the
         currency of account and of payment of all amounts due hereunder in all
         events. In the event that any payment is made or received, including
         pursuant to any judgment or order rendered by a competent court or
         tribunal, in a currency other than Dollars or at a location other than
         that stipulated herein for payment and such payment after conversion
         into Dollars and/or transfer to the location stipulated herein for
         payment does not result in the payment of the amount of Dollars due
         hereunder, the Lenders shall be entitled to demand immediate payment
         of, and shall have a separate cause of action for, such sums as are
         necessary exactly to compensate the deficiency.



                                       34




ARTICLE XVII - SECURITY

All the Borrower's payment obligations under this Agreement and/or the related
Promissory Notes shall be secured by:

         (a)      the Mortgages to be executed and registered in favor of the
                  Lenders forthwith upon delivery of the Vessel;

         (b)      the Assignment of Insurances and the Assignment of Requisition
                  Proceeds to be executed upon delivery of the Vessel; and

         (c)      the Guarantees.




                                       35




ARTICLE XVIII - APPLICATION OF SUMS RECEIVED

All sums received under this Agreement by either of the Lenders or by SOCIETE
GENERALE, on behalf of the Lenders, for any reason whatsoever will, without
prejudice to complementary provisions of the Mortgages, be applied:

         (a)      in priority, to payments of any kind due or in arrears in the
                  order of their Maturity Dates and, if relevant, prorata to
                  each of the Lenders; or

         (b)      if no payments are in arrears or if these payments have been
                  discharged as set out above, then:

                  (1)      to sums remaining due under this Agreement and not
                           evidenced by Promissory Notes, and

                  (2)      to sums remaining due under this Agreement evidenced
                           by Promissory Notes, and if relevant, prorata to each
                           of the Lenders and in each case in inverse order of
                           maturity, the interest being recalculated
                           accordingly.



                                       36




ARTICLE XIX

INTENTIONALLY OMITTED




                                       37




ARTICLE XX - GOVERNING LAW

This Agreement and all related documents or agreements (with the exception of
the securities governed by a foreign law) shall be governed by French Law.



                                       38




ARTICLE XXI - ARBITRATION

In the event of any dispute, difference, controversy or claim arising out of, or
relating to or in connection with, this Agreement and any related documents or
agreements (with the exception of the securities governed by a foreign law), the
same shall be submitted to and finally settled by arbitration under the Rules of
Arbitration of the International Chamber of Commerce by three (3) arbitrators
appointed in accordance with the said Rules and who will reach their decision by
applying French law. The arbitration shall take place in Geneva and shall be
conducted in the English language.



                                       39




ARTICLE XXII - APPENDICES

The following appendices form an integral part of this Agreement

APPENDIX  I:     Documents to be produced by the Supplier to SOCIETE GENERALE

APPENDIX  II:    Part 1: Specimen of Promissory Note A
                 Part 2: Specimen of Promissory Note B

APPENDIX  III:   Part 1: Specimen of a letter containing a joint interest
                         mandate
                 Part 2: Lenders' Letter of Undertaking

APPENDIX  IV:    Guarantor's Letter of Undertaking

APPENDIX  V:     Part 1: Independent First Demand Guarantee to SOCIETE GENERALE
                 Part 2: Independent First Demand Guarantee to CREDIT
                         AGRICOLE INDOSUEZ

APPENDIX  VI:    Approved Charterer's Letter of Undertaking



                                       40




ARTICLE XXIII - NOTICES AND SERVICES OF PROCESS

Any notices, demands and service of process relating to this Agreement or its
performance, shall be in writing and shall be validly addressed, delivered or
served at the respective addresses below :

FOR THE BORROWER:                CONSTELLATION INC.
                                 c/o ROYAL CARIBBEAN CRUISES LTD
                                 1050 Caribbean Way
                                 Miami, Florida 33132
                                 U.S.A.

                                 Facsimile : (305) 539 0562
                                 Attention : Vice President and Treasurer

                                 with a copy to the General Counsel
                                 (Facsimile : (305) 539 0562) at the same
                                 address



FOR THE LENDERS:                 SOCIETE GENERALE
                                 OPER/FIN/EXT
                                 Tour Societe Generale
                                 17, cours Valmy - 92972 Paris-La Defense Cedex
                                 France

                                 Facsimile : (331) 42.14.66.04
                                 Attention : Buyer Credit RCCL - CONSTELLATION

                                 CREDIT AGRICOLE INDOSUEZ
                                 9 quai de President Paul Doumer
                                 92400 - Courbevoie
                                 France

                                 Facsimile : (331) 41.89.29.87
                                 Reference : Buyer Credit RCCL - CONSTELLATION


or to such other address or numbers as each party may notify to the other.
Notices shall be effective upon receipt as set forth above. Any communications
by facsimile shall be confirmed by registered mail or recognized international
courier service, but the communication shall be deemed received on the date of
the facsimile transmission (or if that day is not a business day in the place
where the facsimile is received, on the next business day in that place).



                                       41


PROVIDED THAT for so long as no notice of acceleration of the Promissory Notes
has been issued pursuant to Article XIV(b) or XV(b) hereof, notices addressed to
SOCIETE GENERALE shall be deemed to have been addressed to both the Lenders.



                                       42




ARTICLE XXIV - MISCELLANEOUS

         (a)      If any term of this Agreement becomes invalid, illegal or
                  unenforceable in any respect, the validity, legality and
                  enforceability of the remaining provisions shall not in any
                  way be affected or impaired.

         (b)      No failure or delay on the part of the Lenders in exercising
                  any right, power or privilege hereunder shall operate as a
                  waiver thereof; nor shall any single or partial exercise
                  thereof preclude any other or further exercise thereof by the
                  Lenders or the exercise by the Lenders of any other right,
                  power or privilege. The rights and remedies of the Lenders
                  herein provided are cumulative and not exclusive of any rights
                  or remedies provided by law.

         (c)      This Agreement shall not be capable of being modified
                  otherwise than by an express modification in writing signed by
                  the Borrower and the Lenders.



                                       43




ARTICLE XXV - COMING INTO FORCE

This Agreement shall come into force on the date of its signature but the rights
and obligations of the Borrower hereunder may be terminated by written notice
from the Borrower to SOCIETE GENERALE, acting on behalf of the Lenders, such
notice to be received not later than sixty (60) days prior to the Intended
Delivery Date, i.e. February 26, 2002. Following service of such notice (which
shall be irrevocable), the Borrower shall have no further right to make a
drawing under the Credit, the Borrower shall have no further obligations under
this Agreement, and the payment mandate given by the Borrower to the Lenders as
provided in the second paragraph of Article IV shall cease to have any effect.

Service by the Borrower of the written notice in accordance with the preceding
paragraph shall constitute a condition subsequent (CONDITION RESOLUTOIRE) to
this Agreement.

Made in three (3) originals on December 18, 2001

CONSTELLATION INC.

BY: /s/ BONNIE BIUMI

ITS: VP Treasurer

SOCIETE GENERALE

BY: /s/ I. SENECA

ITS: Isabelle SENECA - Director Export Finance

CREDIT AGRICOLE INDOSUEZ

BY: /s/ [illegible]

ITS: G. O. Bygodt
         [illegible]

BY: /s/ [illegible]

ITS: Jerome Leblond
         Manager



                                       44






                                   APPENDIX I

                    DOCUMENTS TO BE PRODUCED BY THE SUPPLIER
                               TO SOCIETE GENERALE

Copy of the Commercial Invoice, duly executed by the Supplier in favor of the
Borrower and countersigned by the Borrower.

Copy of the Protocol of Delivery and Acceptance duly executed by the Supplier
and the Borrower.

Copy of the commercial invoice(s) corresponding to the Change Orders or any
other similar document issued by the Supplier stating the Change Orders amount.



                                       45






                              APPENDIX II - PART 1

                          SPECIMEN OF PROMISSORY NOTE A

PROMISSORY NOTE

Number PA (or IA) ...
 .....................on ...........                   Good for US$ ............
(DATE AND PLACE WHERE NOTE MADE)                      (AMOUNT IN FIGURES)

On ...........................
(MATURITY DATE)

WE SHALL PAY AGAINST THIS PROMISSORY NOTE TO THE ORDER OF SOCIETE GENERALE THE
AMOUNT OF ................................. (amount in words) US DOLLARS.

PROTEST WAIVED

(FOR VALUE GIVEN PURSUANT TO THE CREDIT AGREEMENT SIGNED ON ..............)



- ---------------------------------------
Maker
- ---------------------------------------
CONSTELLATION INC.
80 Broad Street
Monrovia
Liberia
- ---------------------------------------
Place of Payment                              CONSTELLATION INC.
- ---------------------------------------
SOCIETE GENERALE
29 boulevard Haussmann
75009 Paris
France
- ---------------------------------------
                                                 (SIGNATURES)



                                       46





                              APPENDIX II - PART 2

                          SPECIMEN OF PROMISSORY NOTE B

PROMISSORY NOTE

Number PB (or IB) ...
 .....................on ...........                   Good for US$ ............
(DATE AND PLACE WHERE NOTE MADE)                      (AMOUNT IN FIGURES)

On ...........................
(MATURITY DATE)

WE SHALL PAY AGAINST THIS PROMISSORY NOTE TO THE ORDER OF CREDIT AGRICOLE
INDOSUEZ THE AMOUNT OF ................................. (amount in words) US
DOLLARS.

PROTEST WAIVED

(FOR VALUE GIVEN PURSUANT TO THE CREDIT AGREEMENT SIGNED ON ..............)



- -------------------------------------------------
Maker
- -------------------------------------------------
CONSTELLATION INC.
80 Broad Street
Monrovia
Liberia
- -------------------------------------------------
Place of Payment                                      CONSTELLATION INC.
- -------------------------------------------------
SOCIETE GENERALE
29 boulevard Haussmann
75009 Paris
France
- -------------------------------------------------
                                                          (SIGNATURES)



                                       47





                              APPENDIX III - PART 1

            SPECIMEN OF A LETTER CONTAINING A JOINT INTEREST MANDATE

                 TO BE SENT BY THE BORROWER TO SOCIETE GENERALE

                                                 SOCIETE GENERALE
                                                 Tour Societe Generale
                                                 17, cours Valmy
                                                 92972 Paris-La Defense Cedex
                                                 France

                                                 Attention :

Dear Sirs,

We refer to the Buyer Credit Agreement (hereinafter called the "CREDIT
AGREEMENT") that we have signed with your Bank and Credit Agricole Indosuez
(hereinafter called the "LENDERS") concerning the partial financing of the
Vessel to be built by Chantiers de l'Atlantique S.A. (the "SUPPLIER") under a
Contract signed on March 16, 1998, and modified by its amendment No 2 signed on
February 19, 1999, (hereinafter called the "CONTRACT"), for the supply of one
passenger cruise Vessel having Hull n(degree) U31 (hereinafter called the
"VESSEL").

In accordance with Article V of the Credit Agreement, we are sending you
herewith :

one set of 17 Promissory Notes of principal marked PA 1 to PA 17 to the order of
SOCIETE GENERALE,

one set of 17 Promissory Notes of principal marked PB1 to PB17 to the order of
CREDIT AGRICOLE INDOSUEZ,

one set of 17 Promissory Notes of interest marked IA 1 to IA 17 to the order of
SOCIETE GENERALE,

one set of 17 Promissory Notes of interest marked IB1 to IB17 to the order of
CREDIT AGRICOLE INDOSUEZ.



                                       48


These notes, domiciled with SOCIETE GENERALE, are issued in accordance with
Appendix II to the Credit Agreement, their amounts established in accordance
with the schedule issued by SOCIETE GENERALE acting on behalf of the Lenders
with their Maturity Date left in blank.

We hereby give you, SOCIETE GENERALE, acting in our name and on our behalf, the
following mandate :

when the drawing under said credit is made and when the Delivery Date of the
Vessel is known :

To insert the Maturity Date on each Promissory Note by reference to the Delivery
Date of the Vessel so that the first Promissory Note of principal of each set
and the first Promissory Note of interest of each set become due six months
after the date indicated in the said document, the subsequent Promissory Notes
of each set falling due at the end of each following successive half yearly
period.

To modify, if needed, in accordance with Article V of the Credit Agreement, the
amount entered on each Promissory Note of principal, replacing it with an amount
calculated by SOCIETE GENERALE so that the total of all Promissory Notes of
principal is equivalent to the amount drawn under the Credit Agreement, and each
Promissory Note is equal to 1/34 of the total amount of the Credit,

To modify, if needed, the amount of interest entered on each Promissory Note of
interest, replacing it with the actual amount of interest due and calculated on
the number of days in each 6 (six) months on the balance of principal not yet
repaid and so that the total amount of each set of Promissory Notes of interest
is the same,

To release the Promissory Notes to SOCIETE GENERALE (in the case of those to the
order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in the case of those
to the order of CREDIT AGRICOLE INDOSUEZ), against the Lenders' letter of
undertaking as per specimen in Appendix III, Part 2 of the Credit Agreement.

Upon the occurrence of any of the events specified below, to collect the
Promissory Notes from SOCIETE GENERALE (in the case of those to the order of
SOCIETE GENERALE) and from CREDIT AGRICOLE INDOSUEZ (in the case of those to the
order of CREDIT AGRICOLE INDOSUEZ) and to modify such Promissory Notes as set
out below and to return such Promissory Notes to SOCIETE GENERALE (in the case
of those to the order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in
the case of those to the order of CREDIT AGRICOLE INDOSUEZ):

         (i)      if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay part of the Credit, to modify the
                  Maturity Dates of the Promissory Notes of principal
                  corresponding to the prepaid installments to reflect the date



                                       49


                  of prepayment; and to modify the amount entered on each
                  Promissory Note of interest whose Maturity Date occurs after
                  the date of prepayment to reflect the amount of interest
                  calculated on the basis of the outstanding amount of the
                  Credit after such prepayment;

         (ii)     if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay all of the Credit, to modify the Maturity
                  Dates of all of the outstanding Promissory Notes of principal
                  to reflect the date of prepayment of the Credit;

         (iii)    if pursuant to the provisions of Article XIV or Article XV of
                  the Credit Agreement, the Promissory Notes are accelerated, to
                  modify the Maturity Dates on all of the outstanding Promissory
                  Notes of principal to reflect the date of acceleration of such
                  Promissory Notes; to modify the Maturity Dates on the next
                  maturing Promissory Notes of interest to reflect the date of
                  acceleration of such Promissory Notes; and to modify the
                  amount and the Maturity Date entered on two other Promissory
                  Notes, one issued in favor of SOCIETE GENERALE and the other
                  in favor of CREDIT AGRICOLE INDOSUEZ, so that the amount of
                  each such Promissory Note is equal to one half of the amount
                  of the COFACE premiums included in the Promissory Notes of
                  interest which have not been accelerated and to reflect that
                  the date of payment is the date of the accelerated Promissory
                  Notes.

The present mandate, given in the joint interest of the parties, is in
consequence irrevocable. It has been drawn up in accordance with the specimen
set out in Appendix III, Part 1 of the Credit Agreement, and may only be
modified with the written approval of the Lenders. Unless otherwise defined
herein, capitalized terms shall have the meanings attributed to them in the
Credit Agreement.

When the present mandate has been carried out, please inform us forthwith by
confirming that the above mentioned letter of undertaking has been received by
you and mailed to us.

All possible disputes resulting from this letter or from its implementation will
be dealt with in accordance with Articles XX and XXI of the Credit Agreement.

                                                              CONSTELLATION INC.



                                       50





                              APPENDIX III - PART 2

                         LENDER'S LETTER OF UNDERTAKING

SOCIETE GENERALE                            CREDIT AGRICOLE INDOSUEZ
Tour Societe Generale                       9 quai du President Paul Doumer
17, cours Valmy                             92400 COURBEVOIE
PARIS LA DEFENSE 7                          FRANCE
FRANCE

                                            CONSTELLATION INC]
                                            80, BROAD STREET
                                            MONROVIA
                                            LIBERIA

                                            (DATE)

Dear Sirs,

We refer to the buyer credit agreement (the "CREDIT AGREEMENT") signed on
 ............, between SOCIETE GENERALE and CREDIT AGRICOLE INDOSUEZ as Lenders
and your company as Borrower for the partial financing of the vessel known as
hull N(degree) U31 (the "VESSEL").

The installments of repayment of principal and payment of interest relating to
said credit are evidenced by Promissory Notes governed by French Law.

The payment of said Promissory Notes is secured by two first mortgages on the
Vessel.

Both the Credit Agreement and the said mortgages provide for possible
prepayment, whether voluntary or upon acceleration, which may lead to a
cancellation of Promissory Notes evidencing the amount of interest relating to
reimbursed principal for the period beginning at the date of anticipated
reimbursement until stated maturity.

In order not to prevent the application of said provisions we hereby undertake
not to endorse the Promissory Notes issued to our order, save as required by
COFACE, until their date of maturity or of acceleration.


                                       51



                                   APPENDIX IV

                        GUARANTOR'S LETTER OF UNDERTAKING


CREDIT AGRICOLE INDOSUEZ
9, quai du President Paul Doumer
92400 Courbevoie
France

SOCIETE GENERALE
Tour Societe Generale
17, cours Valmy
Paris La Defense 7
France

In consideration of the Buyer Credit Agreement dated ________________, 2001 (the
"CREDIT AGREEMENT"), between CONSTELLATION INC., a wholly owned Subsidiary of
Royal Caribbean Cruises Ltd., (the "GUARANTOR") and a company incorporated in
Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia,
Credit Agricole Indosuez, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE, with a capital of EUR ______________ having its registered office
at 9, quai du President Paul Doumer 92400 Courbevoie, France, and registered
with the Commercial Registry of Nanterre under the number R.C.S. Nanterre 304
187 701, and Societe Generale, a SOCIETE ANONYME, with a capital of EUR
528,749,122.50 having its registered office at 29 boulevard Haussmann, 75009
Paris, France, and registered with the Commercial Registry of Paris under the
number R.C.S. Paris B 552 120 222, we hereby make and agree to be bound by the
Declarations and Undertakings contained in paragraph 2 below.

1.       DEFINITIONS. Unless otherwise defined herein, capitalized terms shall
         have the meanings attributed to them in the Credit Agreement.

2.       DECLARATIONS AND UNDERTAKINGS OF THE GUARANTOR.

         (a)      The Guarantor hereby declares and warrants to the Beneficiary
                  that:

                  (1)      The Guarantor is duly incorporated, validly existing
                           and in good standing under the laws of Liberia and
                           has power to carry on its business as it is now being
                           conducted and to own its property and other assets;

                  (2)      The Guarantor has the power to execute and perform
                           each of its obligations under this letter and the
                           Guarantees and all necessary corporate and other
                           actions have been taken by the Guarantor to authorize
                           the execution and performance of the same;



                                       52


                  (3)      The execution and performance by the Guarantor of
                           this letter and the Guarantees do not contravene any
                           law, regulation, judicial or administrative decree or
                           conflict with the By-Laws or Articles of Association
                           of the Guarantor;

                  (4)      There are no governmental approvals outside France
                           which are necessary for the execution and performance
                           by the Guarantor of this letter and/or the Guarantees
                           or for this letter and/or the Guarantees to be
                           enforceable against the Guarantor, other than those
                           which have already been obtained;

                  (5)      There are no proceedings before any arbitration
                           tribunal, court, government agency or administrative
                           body pending or threatened against the Guarantor
                           which, in the reasonable opinion of the Guarantor,
                           are likely to be adversely determined, and would (if
                           adversely determined) be likely to (i) materially and
                           adversely affect the financial condition of the
                           Guarantor or impair the ability of the Guarantor to
                           pay, when due, any amounts due under the Guarantees,
                           or (ii) in any material respect prevent or prohibit
                           the execution or performance of this letter and/or
                           the Guarantees or preclude or impair the exercise by
                           the Lenders of their rights hereunder under the
                           Guarantees;

                  (6)      The Guarantor is not in default under any material
                           agreement or obligation to which it is a party or by
                           which it is bound;

                  (7)      There are no notarizations, filings, recordings,
                           registrations or enrollments in any court, public
                           office or elsewhere in Liberia which are necessary in
                           order to ensure the legality, validity,
                           enforceability or admissibility in evidence of this
                           letter and/or the Guarantees.

         (b)      The Guarantor hereby undertakes that it shall:

                  (1)      Provide the Lenders with its quarterly and annual
                           financial statements promptly after the same are
                           filed with the United States Securities and Exchange
                           Commission;

                  (2)      Promptly advise the Lenders of any event or
                           circumstance which, in the reasonable opinion of the
                           Guarantor, would be likely to have a material adverse
                           effect on the Guarantor's ability to perform its
                           obligations under this letter and/or the Guarantees;

                  (3)      Comply with the requirements of all laws, rules,
                           regulations, orders and decrees of any
                           administrative, governmental, or judicial authority
                           or other organization or body, applicable to the
                           Guarantor or any part of its assets, the
                           non-compliance with which would materially and



                                       53


                           adversely affect the credit of the Guarantor or its
                           ability duly to perform and observe the obligations
                           expressed to be assumed by the Guarantor in or
                           pursuant to this letter and/or the Guarantees, or the
                           validity thereof;

                  (4)      Inform the Lenders within ten (10) days of all
                           changes to its legal form, nature or corporate
                           purpose and shall supply all supporting documents
                           relating to such change;

                  (5)      Not consolidate with or merge with or into any Person
                           (other than in the case of a merger or consolidation
                           where the Guarantor is the surviving entity) if the
                           surviving Person does not by way of operation of law
                           or otherwise assume all the obligations of the
                           Guarantor under the Guarantees, and not lease all or
                           substantially all of its business properties or
                           assets to any Person if such Person is not a wholly
                           owned subsidiary of the Guarantor.

                                    For the purpose of the foregoing phrase
                           "Person" means any natural person, corporation,
                           partnership, firm, association, trust, government,
                           governmental agency or any other entity, whether
                           acting in an individual, fiduciary or other capacity.

                  (6)      Remain the beneficial direct or indirect owner of at
                           least 51% of the issued stock carrying voting rights
                           of the Borrower.

3.       RELATIONSHIP TO THE CREDIT AGREEMENT. The Guarantor acknowledges that
         it is fully aware of the terms and conditions of the Credit Agreement
         and that any relevant provisions of such agreement shall apply, MUTATIS
         MUTANDIS, to this Letter of Undertaking.

Signed this ____ day of _____________, 2001 in one original.

ROYAL CARIBBEAN CRUISES LTD.



By:  _____________________________

Its:  ____________________________





                                       54



                               APPENDIX V - PART I

             INDEPENDENT FIRST DEMAND GUARANTEE TO SOCIETE GENERALE

                          [ROYAL CARIBBEAN CRUISES LTD.
                                   LETTERHEAD]

                       INDEPENDENT FIRST-DEMAND GUARANTEE

                      GARANTIE AUTONOME A PREMIERE DEMANDE

This guarantee is granted by Royal Caribbean Cruises Ltd., a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia, represented by Bonnie Biumi, an officer being duly authorized
(the "GUARANTOR") to Societe Generale, a SOCIETE ANONYME, with a capital of EUR
528,749,122.50 having its registered office at 29 boulevard Haussmann, 75009
Paris, France, and registered with the Commercial Registry of Paris under the
number R.C.S. Paris B 552 120 222 (the "BENEFICIARY").

WHEREAS

1. CONSTELLATION INC., a wholly owned subsidiary of the Guarantor and a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia CONSTELLATION INC. has entered into a Buyer Credit Agreement
dated _______________, 2001 (the "CREDIT AGREEMENT") with the Beneficiary and
Credit Agricole Indosuez, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE, with a capital of EUR ______________ having its registered office
at 9, quai du President Paul Doumer 92400 Courbevoie, France, and registered
with the Commercial Registry of Nanterre under the number R.C.S. Nanterre 304
187 701.

2. For the repayment of the amounts of principal and interest due by
CONSTELLATION INC. to the Beneficiary under the Credit Agreement, CONSTELLATION
INC. is to make a series of promissory notes to the order of the Beneficiary as
follows:

- - Seventeen (17) promissory notes of principal in the following amounts and
maturity dates:

AMOUNTS                         MATURITY DATES

                                (Months after the Delivery Date)

- - Seventeen (17) promissory notes of interest in the following amounts and
maturity dates:

AMOUNTS                         MATURITY DATES

                                (Months after the Delivery Date)



                                       55


3. The aforesaid thirty-four (34) promissory notes (together the "PROMISSORY
NOTES") aggregate a total of US$____________.

4. It is a condition of the drawing under the Credit Agreement that
CONSTELLATION INC. provides the Beneficiary with a guarantee from the Guarantor,
and the latter, being interested in CONSTELLATION INC. drawing under the Credit
Agreement, is willing to deliver this guarantee.

5. The Guarantor acknowledges that it is fully aware of the terms of the Credit
Agreement and of the letter of joint interest mandate delivered pursuant to the
Credit Agreement.

THEREFORE, IN CONSIDERATION OF THE FOREGOING:

The Guarantor hereby irrevocably and unconditionally undertakes to pay
immediately, without contest or protest of any nature whatsoever, to the
Beneficiary, within fifteen (15) days of receipt by Guarantor of a Demand for
Payment (as defined below) from the Beneficiary, the amount stated in such
Demand for Payment, up to a maximum amount of US$_____________ (the "GUARANTEED
AMOUNT").

For purposes of this guarantee, a "DEMAND FOR PAYMENT" shall mean a written
demand from the Beneficiary stating that the amount claimed is due under this
guarantee and that the conditions for payment of such amount are fulfilled and
stating that the Credit Agreement has been accelerated in accordance with its
terms and that the Promissory Notes are immediately payable. The Demand for
Payment shall be the only document necessary in connection with the foregoing
and the Guarantor shall not contest the contents thereof.

The Guarantor understands that its obligations under this guarantee are
irrevocable, unconditional, and independent of all obligations stipulated under
the Credit Agreement and the Promissory Notes. As a result, the Guarantor
irrevocably waives its rights, if any, to any defenses that may otherwise be
available to it or CONSTELLATION INC. under, inter alia, the Credit Agreement
and the Promissory Notes.

Any Demand for Payment under this guarantee shall be made by registered letter
with return receipt requested or by a recognized international courier service
to the following address:

                      [Please indicate Guarantor's adress]

or to such other address as shall be notified in writing by the Guarantor to the
Beneficiary.

Demand for Payment will be deemed to have been received on the date such demand
is first presented to the addressee.

The obligations of the Guarantor hereunder shall not be subject to any reduction
or other impairment by set off, deduction, counterclaim, withholding or
otherwise for or on account of any taxes, duties or other charges (present or



                                       56


future). In the event any payment hereunder is subject to any such withholding,
the Guarantor shall increase the amount due to the Beneficiary by an amount such
that the net payment to the Beneficiary shall be the same as the amount demanded
had such withholding not been required.

This guarantee and the liabilities and obligations of the Guarantor shall remain
in full force and effect until the proper and valid payment in full of all the
Guaranteed Amount or an absolute discharge or release of the Guarantor signed by
the Beneficiary.

This guarantee is governed by French law and shall be construed as a GARANTIE
AUTONOME A PREMIERE DEMANDE. In the event of any dispute, difference,
controversy or claim arising out of, or relating to or in connection with, this
guarantee, the same shall be submitted to and finally settled by arbitration
under the Rules of Arbitration of the International Chamber of Commerce by three
(3) arbitrators appointed in accordance with the said Rules and who will reach
their decision by applying French law. The arbitration shall take place in
Geneva and shall be conducted in the English language.

Signed this ____ day of _____________, 2001 in one original.

ROYAL CARIBBEAN CRUISES LTD.(1)







By:  _____________________________

Its: _____________________________


- ------------------------
(1)  Signature of the representative of the Guarantor.





                                       57




                              APPENDIX V - PART II

         INDEPENDENT FIRST DEMAND GUARANTEE TO CREDIT AGRICOLE INDOSUEZ

                          [ROYAL CARIBBEAN CRUISES LTD.
                                   LETTERHEAD]

                       INDEPENDENT FIRST-DEMAND GUARANTEE

                      GARANTIE AUTONOME A PREMIERE DEMANDE

This guarantee is granted by Royal Caribbean Cruises Ltd., a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia, represented by ___________________, an officer being duly
authorized (the "GUARANTOR") to Credit Agricole Indosuez, a SOCIETE ANONYME A
DIRECTOIRE ET CONSEIL DE SURVEILLANCE, with a capital of EUR ______________
having its registered office at 9, quai du President Paul Doumer 92400
Courbevoie, France, and registered with the Commercial Registry of Nanterre
under the number R.C.S. Nanterre 304 187 701 (the "BENEFICIARY").

WHEREAS

1. CONSTELLATION INC., a wholly owned subsidiary of the Guarantor and a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia "CONSTELLATION INC." has entered into a Buyer Credit Agreement
dated _______________, 2001 (the "CREDIT AGREEMENT") with the Beneficiary and
Societe Generale, a SOCIETE ANONYME, with a capital of EUR 528,749,122.50 having
its registered office at 29 boulevard Haussmann, 75009 Paris, France, and
registered with the Commercial Registry of Paris under the number R.C.S. Paris B
552 120 222.

2. For the repayment of the amounts of principal and interest due by
CONSTELLATION INC. to the Beneficiary under the Credit Agreement, CONSTELLATION
INC. is to make a series of promissory notes to the order of the Beneficiary as
follows:

- - Seventeen (17) promissory notes of principal in the following amounts and
maturity dates:

AMOUNTS                            MATURITY DATES

                                   (Months after the Delivery Date)

- - Seventeen (17) promissory notes of interest in the following amounts and
maturity dates:

AMOUNTS                             MATURITY DATES

                                    (Months after the Delivery Date)



                                       58


3. The aforesaid thirty-four (34) promissory notes (together the "PROMISSORY
NOTES") aggregate a total of US$____________.

4. It is a condition of the drawing under the Credit Agreement that
CONSTELLATION INC. provides the Beneficiary with a guarantee from the Guarantor,
and the latter, being interested in CONSTELLATION INC. drawing under the Credit
Agreement, is willing to deliver this guarantee.

5. The Guarantor acknowledges that it is fully aware of the terms of the Credit
Agreement and of the letter of joint interest mandate delivered pursuant to the
Credit Agreement.

THEREFORE, IN CONSIDERATION OF THE FOREGOING:

The Guarantor hereby irrevocably and unconditionally undertakes to pay
immediately, without contest or protest of any nature whatsoever, to the
Beneficiary, within fifteen (15) days of receipt by Guarantor of a Demand for
Payment (as defined below) from the Beneficiary, the amount stated in such
Demand for Payment up to a maximum amount of US$_____________ (the "GUARANTEED
AMOUNT").

For purposes of this guarantee, a "DEMAND FOR PAYMENT" shall mean a written
demand from the Beneficiary stating that the amount claimed is due under this
guarantee and that the conditions for payment of such amount are fulfilled and
stating that the Credit Agreement has been accelerated in accordance with its
terms and that the Promissory Notes are immediately payable. The Demand for
Payment shall be the only document necessary in connection with the foregoing
and the Guarantor shall not contest the contents thereof.

The Guarantor understands that its obligations under this guarantee are
irrevocable, unconditional, and independent of all obligations stipulated under
the Credit Agreement and the Promissory Notes. As a result, the Guarantor
irrevocably waives its rights, if any, to any defenses that may otherwise be
available to it or CONSTELLATION INC. under, inter alia, the Credit Agreement
and the Promissory Notes.

Any Demand for Payment under this guarantee shall be made by registered letter
with return receipt requested or by a recognized international courier service
to the following address:

or to such other address as shall be notified in writing by the Guarantor to the
Beneficiary.

Demand for Payment will be deemed to have been received on the date such demand
is first presented to the addressee.




                                       59


The obligations of the Guarantor hereunder shall not be subject to any reduction
or other impairment by set off, deduction, counterclaim, withholding or
otherwise for or on account of any taxes, duties or other charges (present or
future). In the event any payment hereunder is subject to any such withholding,
the Guarantor shall increase the amount due to the Beneficiary by an amount such
that the net payment to the Beneficiary shall be the same as the amount demanded
had such withholding not been required.

This guarantee and the liabilities and obligations of the Guarantor shall remain
in full force and effect until the proper and valid payment in full of all the
Guaranteed Amount or an absolute discharge or release of the Guarantor signed by
the Beneficiary.

This guarantee is governed by French law and shall be construed as a GARANTIE
AUTONOME A PREMIERE DEMANDE. In the event of any dispute, difference,
controversy or claim arising out of, or relating to or in connection with, this
guarantee, the same shall be submitted to and finally settled by arbitration
under the Rules of Arbitration of the International Chamber of Commerce by three
(3) arbitrators appointed in accordance with the said Rules and who will reach
their decision by applying French law. The arbitration shall take place in
Geneva and shall be conducted in the English language.

Signed this ____ day of _____________, 2001 in one original.

ROYAL CARIBBEAN CRUISES LTD.(2)





By:  _____________________________

Its: _____________________________



- ------------------------
(2)  Signature of the representative of the Guarantor.



                                       60




                                   APPENDIX VI

                   APPROVED CHARTERER'S LETTER OF UNDERTAKING

        [THIS FORM ASSUMES THE VESSEL WILL BE REGISTERED IN THE LIBERIAN
  MARITIME REGISTRY AND SHALL BE ADAPTED ACCORDINGLY IF THIS IS NOT THE CASE.]

                              [APPROVED CHARTERER'S
                                   LETTERHEAD]

CREDIT AGRICOLE INDOSUEZ
9, quai du President Paul Doumer
92400 Courbevoie
France

SOCIETE GENERALE
Tour Societe Generale
17, cours Valmy
Paris La Defense 7
France

                  In consideration of your agreeing to permit us to enter into a
bare boat charter agreement with CONSTELLATION INC. for a duration of
___________ with respect to Constellation (the "VESSEL") in accordance with the
terms of the appended bare boat charter (the "BARE BOAT CHARTER"), we confirm to
you that we have received a copy of the mortgages (the "MORTGAGES") granted by
CONSTELLATION INC. to Societe Generale, a SOCIETE ANONYME, with a capital of EUR
528,749,122.50 having its registered office at 29 boulevard Haussmann, 75009
Paris, France, and registered with the Commercial Registry of Paris under the
number R.C.S. Paris B 552 120 222 ("SOCIETE GENERALE") and Credit Agricole
Indosuez, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE, with a
capital of EUR ______________ having its registered office at 9, quai du
President Paul Doumer 92400 Courbevoie, France, and registered with the
Commercial Registry of Nanterre under the number R.C.S. Nanterre 304 187 701,
(together with SOCIETE GENERALE, the "LENDERS"), over the Vessel, and we
undertake to you that:

                  (a)      we shall keep the Vessel in good working order and
                           well maintained, operate the Vessel in accordance
                           with the provisions of Article III of the Mortgages
                           and take such steps as may be reasonably necessary to



                                       61


                           maintain and protect the interest of the Lenders in
                           the Vessel as the first priority mortgagees of the
                           Vessel;

                  (b)      we shall insure the Vessel or cause the Vessel to be
                           insured in accordance with the provisions of Article
                           IV of the Mortgages and take such steps as may be
                           reasonably necessary to maintain and protect the
                           interest of the Lenders in the Vessel as first
                           priority assignees of the insurances of the Vessel;

                  (c)      we shall promptly furnish SOCIETE GENERALE, acting on
                           behalf of the Lenders, with, or procure that it is
                           furnished promptly with, all such information as
                           SOCIETE GENERALE, acting on behalf of the Lenders,
                           may from time to time reasonably request regarding
                           the Vessel, her insurances, operation, state and
                           condition;

                  (d)      we shall not grant any sub bare boat charter nor any
                           time, voyage or cabin charter for a duration in
                           excess of ninety (90) days (including any extensions
                           or renewals);

                  We further confirm to you that the Bare Boat Charter is
subordinated to the Mortgages and that:

                  (a)      we shall not extend the duration nor modify the terms
                           of the Bare Boat Charter without your prior written
                           approval;

                  (b)      in case of inconsistencies, the provisions of the
                           Mortgages shall prevail upon the provisions of the
                           Bare Boat Charter; and

                  (c)      the Bare Boat Charter shall terminate upon your
                           notifying to us a copy of the notice referred to in
                           Article XIV(b) and XV(b) of the Credit Agreement at
                           the following address:

                  Kindly acknowledge receipt and agreement of this letter upon
the enclosed duplicate.

APPROVED BARE BOAT CHARTERER





By:  _____________________________

Its: _____________________________




                                       62

EX-2.19

                                                                   EXHIBIT 2.19




                                   SUMMIT INC.
                                  (as Borrower)

                            CREDIT AGRICOLE INDOSUEZ
                              and SOCIETE GENERALE
                         (as Lead Managers and Lenders)

                             BUYER CREDIT AGREEMENT

                                     SUMMIT

                              (Hull n(degree) T31)




                                TABLE OF CONTENTS






                                                                                                               PAGE
                                                                                                               ----

                                                                                                              
ARTICLE I - DEFINITIONS...........................................................................................3


ARTICLE II - AVAILABILITY OF THE CREDIT...........................................................................7


ARTICLE III - CONDITIONS PRECEDENT TO DRAWING.....................................................................8


ARTICLE IV - DRAWING UNDER THE CREDIT-BORROWER's IRREVOCABLE PAYMENT INSTRUCTIONS................................13


ARTICLE V - REPAYMENT OF PRINCIPAL - INTEREST - PROMISSORY NOTES.................................................15


ARTICLE VI - CLAIMS OR DEFENSES MAY NOT BE OPPOSED TO THE LENDERS................................................18


ARTICLE VII - CREDIT INSURANCE PREMIUMS..........................................................................19


ARTICLE VIII - FEES..............................................................................................20


ARTICLE IX - TAXES - COSTS AND RELATED CHARGES...................................................................21


ARTICLE X - DECLARATIONS.........................................................................................23


ARTICLE XI - UNDERTAKINGS........................................................................................24


ARTICLE XII - PREPAYMENT.........................................................................................27


ARTICLE XIII - INTEREST ON LATE PAYMENTS.........................................................................28


ARTICLE XIV - ACCELERATION - EVENTS OF DEFAULT...................................................................29


ARTICLE XV - ACCELERATION - OTHER EVENTS.........................................................................33


ARTICLE XVI - CURRENCY OF PAYMENT - DOMICILIATION................................................................34


ARTICLE XVII - SECURITY..........................................................................................35

                                       i





                                                                                                               PAGE
                                                                                                               ----

                                                                                                              
ARTICLE XVIII - APPLICATION OF SUMS RECEIVED.....................................................................36


ARTICLE XIX .....................................................................................................37


ARTICLE XX - GOVERNING LAW.......................................................................................38


ARTICLE XXI - ARBITRATION........................................................................................39


ARTICLE XXII - APPENDICES........................................................................................40


ARTICLE XXIII - NOTICES AND SERVICES OF PROCESS..................................................................41


ARTICLE XXIV - MISCELLANEOUS.....................................................................................43


ARTICLE XXV - COMING INTO FORCE..................................................................................44


APPENDIX I

         DOCUMENTS TO BE PRODUCED BY THE SUPPLIER
          TO SOCIETE GENERALE....................................................................................45


APPENDIX II - PART 1

         SPECIMEN OF PROMISSORY NOTE A...........................................................................46


APPENDIX II - PART 2

         SPECIMEN OF PROMISSORY NOTE B...........................................................................47


APPENDIX III - PART 1

         SPECIMEN OF A LETTER CONTAINING A JOINT INTEREST MANDATE
         TO BE SENT BY THE BORROWER TO SOCIETE GENERALE .........................................................48


APPENDIX III - PART 2

         LENDER'S LETTER OF UNDERTAKING..........................................................................51


APPENDIX IV

         GUARANTOR's LETTER OF UNDERTAKING.......................................................................52



                                       ii




                                                                                                               PAGE
                                                                                                               ----

                                                                                                              

APPENDIX V - PART I

         INDEPENDENT FIRST DEMAND GUARANTEE TO SOCIETE GENERALE..................................................55


APPENDIX V - PART II

         INDEPENDENT FIRST DEMAND GUARANTEE TO CREDIT AGRICOLE INDOSUEZ..........................................58


APPENDIX VI

         APPROVED CHARTERER'S LETTER OF UNDERTAKING..............................................................61





                                      iii





5

THIS BUYER CREDIT AGREEMENT (this "AGREEMENT") is entered into this 31st day of
March, 2001

BETWEEN

SUMMIT INC., a wholly owned Subsidiary of Royal Caribbean Cruises Ltd. and a
company incorporated in Liberia and having its registered office at 80 Broad
Street, Monrovia, Liberia, represented by Bonnie Biumi, an officer being duly
authorized (the "BORROWER");

SOCIETE GENERALE, a SOCIETE ANONYME with a capital of EUR 529,060,522.50 and
registered number R.C.S. Paris B 552 120 222, of 29 boulevard Haussmann, 75009
Paris, France, represented by Isabelle Seneca- Ligeour ("SOCIETE GENERALE"); and

CREDIT AGRICOLE INDOSUEZ, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE with a capital of EUR 893,780,352 and registered number R.C.S.
Nanterre 304 187 701, of 9, quai du President Paul Doumer 92400 Courbevoie,
France, represented by Guy Olivier Bygodt and Sandrine Bergeroo-Campagne
("CREDIT AGRICOLE INDOSUEZ"), and referred to together with SOCIETE GENERALE, as
the "LENDERS" and individually, each as a "LENDER".

WHEREAS

A.       A shipbuilding contract was signed on March 16, 1998, and modified by
         its amendment N(degree) 2 signed on February 19, 1999, (the
         "CONTRACT"), between Royal Caribbean Cruises Ltd. ("RCCL") a company
         incorporated in Liberia and having its registered office at 80 Broad
         Street, Monrovia, Liberia and Chantiers de l'Atlantique S.A. (the
         "SUPPLIER") whose registered office is at 25 avenue Kleber, 75116
         Paris, France, for the design, construction and delivery of one
         passenger cruise vessel having hull number T-31 (the "VESSEL") to be
         delivered on or about August 31, 2001.

B.       The contract price of the Vessel is US$ 349,079,500 (subject to
         adjustment in accordance with the terms of the Contract) (the "CONTRACT
         PRICE"), payable at the times and in the manner specified in the
         Contract. The terms of payment of the Contract Price are as follows :

         o  US$ 17,453,975 payable no later than five Banking Days upon
            signature of the amendment N(degree)2;

         o  US$ 17,453,975 payable on September 1, 1999;

         o  US$ 17,453,975 payable on March 1, 2000; and

         o  the remainder payable upon delivery and acceptance of the Vessel.

C.       The Contract may be modified from time to time with respect to certain
         change orders to the specifications of the Vessel (the "CHANGE
         ORDERS"), which such Change Orders are to be expressed in terms of EUR
         and/or FRF.




                                       1


D.       RCCL has entered into certain forward exchange contracts with third
         parties in order to cover the exchange risk involved by the invoicing
         in EUR and/or FRF of the Change Orders.

E.       On or prior to the Delivery Date, RCCL will assign all its rights and
         obligations under the Contract to the Borrower, and the Borrower will
         accept all such rights and obligations under the Contract in an
         Assignment of Rights (the "ASSIGNMENT OF RIGHTS").

F.       The Lenders agree to make available to the Borrower a credit facility
         on the terms and conditions set out herein for the purpose of assisting
         the Borrower to finance part of the Contract Price including the US$
         equivalent amount of the Change Orders.

NOW THEREFORE, it is agreed as follows:




                                       2




ARTICLE I - DEFINITIONS

In this Agreement (including the Whereas clauses) and the Appendices (all of
which form an integral part of this Agreement) the following expressions shall
have the meanings set out opposite them below.

"APPROVED CHARTERER" means either (i) the Guarantor, or (ii) a wholly owned
Subsidiary of the Guarantor.

"APPROVED CHARTERER'S LETTER OF UNDERTAKING" means the letter of undertaking to
the Lenders to be signed by the Approved Charterer with respect to the Bare Boat
Charter in the form and substance attached hereto as Appendix VI.

"ASSIGNMENT OF INSURANCES" means an assignment to be entered into between the
Borrower, the Approved Charterer, if applicable, and the Lenders and to be in
the agreed form.

"ASSIGNMENT OF REQUISITION PROCEEDS" means an assignment to be entered into
between the Borrower, the Approved Charterer, if applicable, and the Lenders and
to be in the agreed form.

"ASSIGNMENT OF RIGHTS" means that certain Assignment of Rights to be dated on or
prior to the Delivery Date and to be in the agreed form whereby RCCL will assign
all its rights and obligations under the Contract to the Borrower, and the
Borrower will accept all such rights and obligations under the Contract.

"BANKING DAY" means a full day on which commercial banks are open for business
and dealing in deposits in London, New York City and Paris.

"BARE BOAT CHARTER" means a bare boat charter entered into between the Borrower
and an Approved Charterer with respect to the Vessel as approved by the Lenders,
provided that, if the Bare Boat Charter differs from the Bare Boat Charter in
agreed form, such approval will not be reasonably withheld, in accordance with
the provisions of Article XI, paragraph (a)(7) of this Agreement.

"CHANGE ORDERS" means those certain change orders to the specifications of the
Vessel as may be agreed to from time to time by the Borrower and the Supplier,
the net cost of which is payable at delivery.

"CHANGE ORDER AMOUNT" means the net cost of the Change Orders denominated in EUR
and/or FRF.

"COFACE" means Compagnie Francaise d'Assurance pour le Commerce Exterieur.

"COMPULSORY REQUISITION" means the requisition of the Vessel for title or other
compulsory acquisition thereof (otherwise than by way of requisition for hire).




                                       3


"CONTRACT" means that certain contract entered into between RCCL and the
Supplier dated March 16, 1998, and modified by its amendment N(degree) 2 signed
on February 19, 1999, as from time to time amended, in respect of the design,
construction and delivery of the Vessel, to be assigned to and assumed by the
Borrower pursuant to the Assignment of Rights.

"CONTRACT PRICE" means the total price payable by the Borrower to the Supplier
for the Vessel in accordance with the Contract.

"CREDIT" means the credit available to the Borrower hereunder.

"DELIVERY DATE" means the date and time stated in the Protocol of Delivery and
Acceptance.

"DOLLAR" and "US$" mean the lawful currency of the United States of America and,
in respect of all payments to be made hereunder, mean funds which are for same
day settlement in the New York Clearing House Interbank Payments System (or such
other funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in United States dollars).

"EUR" means the single currency of the member states of the European Union
participating in the third stage of the European economic and monetary union
pursuant to the treaty establishing the European Union (as amended from time to
time), which currency replaced FRF since January 1, 2000.

"EVENT OF DEFAULT" means any one of the events specified in Article XIV
paragraph (a) hereof.

"FRF" means French Francs, which since January 1, 2000 is a subdivision of EUR
such that 1 EUR equals 6.55957 FRF.

"FORWARD RATE" means the weighted EUR/USD and/or FRF/USD exchange rate of the
forward exchange contracts entered into by the Borrower to hedge its EUR and/or
FRF exposure in respect of the Change Orders.

"GUARANTEES" means the two (2) irrevocable, unconditional, first demand,
independent guarantees, in the form attached hereto as Appendix V, granted by
RCCL in its capacity as Guarantor on or prior to the Delivery Date in favor of
each of the Lenders guaranteeing the payment of a maximum amount determined on
the basis of the aggregate amount of the Promissory Notes of principal and
interest plus the credit insurance premium, interest on late payments, fees,
breakage costs, other expenses and related costs.

"GUARANTOR" means Royal Caribbean Cruises Ltd., a company incorporated in
Liberia and having its registered office at 80 Broad Street, Monrovia, Liberia,
in its capacity as Guarantor under the Guarantees.




                                       4


"GUARANTOR'S LETTER OF UNDERTAKING" means the letter of undertaking to the
Lenders to be signed by the Guarantor in the form attached hereto as Appendix
IV.

"INTENDED DELIVERY DATE" means:

         (i)      prior to the delivery of the Borrower's notice referred to at
                  Article III paragraph (b) hereof, the date for delivery of the
                  Vessel referred to in Whereas A to this Agreement; and then

         (ii)     following service of the Borrower's notice referred to at
                  Article III paragraph (b) hereof, the date for delivery of the
                  Vessel specified in such notice.

"INSURANCE" means the insurance policies and coverage required pursuant to the
Mortgages.

"LIMIT DATE FOR DRAWING" means the date specified in Article IV after which no
drawing under this Agreement may be made.

"MARITIME REGISTRY" means the maritime registry which the Borrower will specify
to the Lenders no later than three months before the Intended Delivery Date,
being that of the Republic of Liberia or such other registry as the Lenders may
in their discretion agree.

"MATURITY DATE" means the date on which a Promissory Note is payable.

"MORTGAGES" means the two maritime (preferred) mortgages over the Vessel sharing
same first priority in favor of each of the Lenders, to be granted as provided
for in Article XVII hereof and to be in the agreed form.

"PROMISSORY NOTE(S)" means one or more of the promissory notes referred to in
Article V hereof.

"PROTOCOL OF DELIVERY AND ACCEPTANCE" means the protocol of delivery and
acceptance of the Vessel to be signed by the Borrower and the Supplier in
accordance with Article VI.2 of the Contract.

"STATE OF REGISTRATION" means the Republic of Liberia, or such other state as
the Lenders may in their discretion agree.

"SUBSIDIARY" means with respect to the Guarantor, any corporation of which more
than 50% of the outstanding capital stock having ordinary voting power to elect
a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly owned by the Guarantor, by the Guarantor
and one or more other Subsidiaries of the Guarantor, or by one or more other
Subsidiaries of the Guarantor.



                                       5


"SUPPLIER" means Chantiers de l'Atlantique SA, a company incorporated in France
under registration N(degree) RCS Paris B 347 951 204 and having its registered
office at 38, avenue Kleber, 75116 Paris, France.

"TOTAL LOSS" means the actual or constructive or compromised or agreed or
arranged total loss of the Vessel, including any such total loss as may arise
during a requisition for hire.

"TOTAL LOSS DATE" means:

         (i)      in the case of an actual total loss of the Vessel, the actual
                  date on which the Vessel was lost or, if such date is not
                  known, the date on which the Vessel was last reported; or

         (ii)     in the case of a constructive total loss of the Vessel, or in
                  the case of a compromised or arranged total loss of the
                  Vessel, the date of the event giving rise to the claim for
                  such constructive total loss or to the claim for a compromised
                  or arranged total loss.

"VESSEL" means the passenger cruise vessel referred to in Whereas A of this
Agreement and more specially described in the Contract, and, to the extent the
context permits, includes all manuals, logs and technical records relating to
the said vessel.

References in this Agreement to a document "in the agreed form" are to the form
of the relevant document which is initialed for the purposes of identification
by the parties hereto or to such other form as the parties hereto may from time
to time agree, subject to such modification as may be required in good faith by
the Lenders in order to take account of any relevant changes in any laws,
regulations, case law and generally recognized insurance practice relevant to
cruise liners.



                                       6




ARTICLE II - AVAILABILITY OF THE CREDIT

The Lenders shall make available to the Borrower a credit of a maximum amount of
US$ 279,263,600 (two hundred seventy nine million two hundred sixty three
thousand six hundred Dollars) to enable it to pay to the Supplier up to 80% of
the Contract Price of the Vessel.

The Credit may only be used to pay for goods and services of French origin.
However, within the limits and under the conditions fixed by the French
authorities, it shall be extended to cover goods and services incorporated in
deliveries made by the Supplier and originating from countries other than the
Borrower's country and France, which have been sub-contracted by the Supplier
and therefore remain under its responsibility.

In the event that the Contract Price for the Vessel increases pursuant to the
terms of the Contract, the Lenders agree to increase the maximum amount of the
Credit by an amount of up to US$ 47,474,812 (being 80% of 17% of US$349,079,500)
to finance up to 80% of the US$ counter-value as at the Forward Rate of the
Change Order Amount if the Borrower so requests by simple written notification
to SOCIETE GENERALE on behalf of the Lenders with a certificate of the Borrower
stating the Forward Rate and a copy of the commercial invoice(s) for such Change
Orders or any such other similar document issued by the Supplier stating the
Change Order Amount.

Any increase in furtherance of the preceding paragraph will be set out in an
addendum to this Agreement to be signed at the latest five (5) Banking Days
before the Intended Delivery Date.



                                       7




ARTICLE III - CONDITIONS PRECEDENT TO DRAWING

The Borrower may only draw under the Credit in accordance with the terms set out
in Article IV below when the following conditions have been fulfilled to the
satisfaction of the Lenders and provided no Event of Default shall have occurred
and be continuing:

         (a)      WITHIN 45 DAYS OF THE EXECUTION OF THIS AGREEMENT:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an opinion of legal counsel to the Lenders
                           as to Liberian law, together with the corporate
                           documentation of the Borrower supporting the opinion,
                           including the Articles of Association and By-laws as
                           filed with the competent authorities, to the effect
                           that:

                           (i)      the Borrower has been duly organized and is
                                    validly existing in good standing as a
                                    corporation under the law of the Republic of
                                    Liberia;

                           (ii)     this Agreement falls within the scope of the
                                    Borrower's corporate purpose as defined by
                                    its Articles of Association and By-laws;

                           (iii)    the Borrower's representatives named in the
                                    opinion were at the date of this Agreement
                                    fully empowered to sign this Agreement, or
                                    the execution of this Agreement by the
                                    Borrower's representatives has been duly
                                    ratified by the Board of Directors;

                           (iv)     either all administrative requirements
                                    applicable to the Borrower (whether in
                                    Liberia or elsewhere), concerning the
                                    transfer of funds abroad and acquisitions of
                                    Dollars to meet its obligations hereunder
                                    have been complied with, or that there are
                                    no such requirements; and

                           (v)      this Agreement is the legal, valid and
                                    binding obligation of the Borrower
                                    enforceable in accordance with its terms
                                    (containing such exceptions as are standard
                                    for opinions of this type).

                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an executed copy of the Contract.

         (b)      NO LATER THAN TEN (10) BANKING DAYS BEFORE THE INTENDED
                  DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of notification from the Borrower of the
                           Intended Delivery Date.

                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a certificate of the treasurer of the
                           Borrower stating the Forward Rate.



                                       8


                  (3)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a notice from the Borrower, signed by a
                           duly authorized signatory of the Borrower, specifying
                           the US$ amount to be drawn under the Credit being the
                           counter-value of the Change Order Amount in the limit
                           set out in Article II and including:

                           (i)      the Change Order Amount;

                           (ii)     the part of the Change Order Amount for
                                    which the financing is required under this
                                    Agreement; and

                           (iii)    the US$ counter-value of such amount at the
                                    Forward Rate.

         (c)      NO LATER THAN THE INTENDED DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of an opinion of legal counsel to the Lenders
                           as to Liberian law, together with the corporate
                           documentation of the Guarantor supporting the
                           opinion, including the Articles of Association and
                           By-laws as filed with the competent authorities, to
                           the effect that:

                           (i)      the Guarantor has been duly organized and is
                                    validly existing in good standing as a
                                    corporation under the law of the Republic of
                                    Liberia;

                           (ii)     the Guarantees and the Guarantor's Letter of
                                    Undertaking fall within the scope of the
                                    Guarantor's corporate purpose as defined by
                                    its Articles of Association and By-laws;

                           (iii)    the Guarantor's representatives named in the
                                    opinion were at the date of the Guarantees
                                    fully empowered to sign the Guarantees and
                                    the Guarantor's Letter of Undertaking;

                           (iv)     either all administrative requirements
                                    applicable to the Guarantor (whether in
                                    Liberia or elsewhere), concerning the
                                    transfer of funds abroad and acquisitions of
                                    Dollars to meet its obligations under the
                                    Guarantees have been complied with, or that
                                    there are no such requirements; and

                           (v)      the Guarantees and the Guarantor's Letter of
                                    Undertaking are the legal, valid and binding
                                    obligations of the Guarantor enforceable in
                                    accordance with their terms (containing such
                                    exceptions as are standard for opinions of
                                    this type).


                                       9



                  (2)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of

                           (i)      an executed copy of the Assignment of
                                    Rights;

                           (ii)     the executed Guarantees; and

                           (iii)    the executed Guarantor's Letter of
                                    Undertaking;

                  (3)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of the Promissory Notes together with the
                           letter of joint interest mandate relating thereto
                           made out in accordance with Appendix II and Appendix
                           III - Part 1 hereafter; and

                  (4)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a legal opinion of counsel to the Lenders
                           together with the corporate documentation of the
                           Borrower supporting such opinions and a certificate
                           of a competent officer of the Borrower containing
                           specimen signatures of the persons authorized to sign
                           the documents on behalf of the Borrower, confirming
                           that:

                           (i)      the Lenders may continue to rely on the
                                    legal opinion given pursuant to Article III
                                    paragraphs (a)(1)(i), (ii), (iv) and (v)
                                    hereof;

                           (ii)     the Promissory Notes and the said letter of
                                    joint interest mandate have been duly
                                    executed by a fully empowered representative
                                    of the Borrower;

                           (iii)    the Mortgages, the Promissory Notes, the
                                    letter of joint interest mandate relating
                                    thereto, the Assignment of Insurances, and
                                    the Assignment of Requisition Proceeds fall
                                    within the scope of the Borrower's corporate
                                    purpose as defined by its Articles of
                                    Association and By-laws and are binding on
                                    it; and

                           (iv)     the Borrower's representatives named in the
                                    opinion are fully empowered to sign the
                                    Protocol of Delivery and Acceptance, the
                                    Assignment of Insurances, the Assignment of
                                    Requisition Proceeds, and the Mortgages.

                  (5)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of insurance documents in form and substance
                           reasonably satisfactory to the Lenders confirming
                           that the Insurances have been effected and will be in
                           full force and effect on the Delivery Date.



                                       10



                  The parties hereto agree that they will make reasonable
                  efforts to satisfy the conditions precedent referred to in
                  this Article III paragraph (c) thirty (30) days prior to the
                  Intended Delivery Date.

         (d)      ON THE DELIVERY DATE:

                  (1)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of evidence of payment to the Supplier of:

                           (i)      the three installments of the Contract
                                    Price; and

                           (ii)     any other part of the Contract Price not
                                    financed hereunder;

                  (2)      Due execution and effective registration in the
                           Maritime Registry of the Mortgages;

                  (3)      Delivery to the Lenders of the Assignment of
                           Insurances together with relevant notices of
                           assignment and the Assignment of Requisition
                           Proceeds;

                  (4)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of all amounts which are due and payable
                           hereunder by the Borrower on or prior to the Delivery
                           Date; and

                  (5)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a legal opinion of counsel to the Lenders
                           as to Liberian law confirming:

                           (i)      the valid registration of the Vessel in the
                                    Maritime Registry; and

                           (ii)     the Mortgages over the Vessel have been
                                    validly registered in the Maritime Registry;
                                    and

                  (6)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of a certificate from the Borrower, signed by
                           an authorized representative of the Borrower,
                           attesting that the declarations contained in Article
                           X hereof are true and correct as of the Delivery Date
                           in consideration of the facts and circumstances
                           existing as of the Delivery Date.

                  (7)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of documentary evidence satisfactory to the
                           Lenders that the EUR and/or FRF amount referred to in
                           Article IV paragraph (a)(ii) is credited or shall be
                           credited to the account of SOCIETE GENERALE on or
                           prior to the Delivery Date.



                                       11


                  (8)      Receipt by SOCIETE GENERALE acting on behalf of the
                           Lenders of the documents mentioned in Appendix 1.

In addition, the Lenders shall not be required to make the Credit available
unless and until the COFACE insurance cover documentation satisfactory to the
Lenders relating to the transactions contemplated hereby has been finally
constituted and received by the Lenders. The Lenders shall take all necessary
steps, in a timely fashion, to enable COFACE to issue such insurance cover
documentation in due time and shall notify the Borrower immediately upon
receiving a satisfactory credit insurance policy from COFACE.



                                       12




ARTICLE IV - DRAWING UNDER THE CREDIT-BORROWER'S IRREVOCABLE PAYMENT
INSTRUCTIONS

The Lenders shall not be obliged to fulfill their obligations to make the Credit
available except by paying the Supplier on behalf of and in the name of the
Borrower, and by reimbursing the Borrower the US$ counter-value based on the
Forward Rate of the part of the Change Order Amount that is to be paid to the
Supplier in accordance with paragraph (a)(ii) hereunder.

The Borrower hereby instructs the Lenders in accordance with Article II above,
upon the conditions and against presentation to SOCIETE GENERALE acting on
behalf of the Lenders of the documents provided for in Appendix I:

         (a)      to pay the Supplier:

                  (i)      the US$ amount remaining due under the Contract up to
                           an amount equal to the lesser of US$ 279,263,600 or
                           80% of the Contract Price (not taking into account
                           the Change Order Amount), plus

                  (ii)     up to the lesser of 80% of the Change Order Amount or
                           of the EUR and/or FRF amount that is the
                           counter-value as at the Forward Rate of US$
                           47,474,812 (being 17% of 80% of US$ 349,079,500) upon
                           receiving the same from RCCL, and

         (b)      to reimburse RCCL, by drawing under the Credit, the US$ amount
                  that is the counter-value at the Forward Rate of the amount
                  referred to in paragraph (a)(ii) above.

The present mandate, given in the joint interest of the parties, is in
consequence irrevocable.

Said payment to the Supplier will be made upon the Delivery Date of the Vessel
during usual banking hours to the Supplier's account as specified by the
Supplier in accordance with the Contract after the receipt by SOCIETE GENERALE
and its approval of the documents provided for in Appendix I.

The only responsibility of SOCIETE GENERALE in examining the documents mentioned
in Appendix I shall be to ascertain that they appear on their face to be in
accordance with the terms and conditions of this Agreement as defined in the
Uniform Customs and Practice for Documentary Credits - ICC Publication 500 (1993
revision).

The Borrower expressly acknowledges that the payment terms set out in this
Article may only be modified with the agreement of the Supplier, the Lenders and
the Borrower.




                                       13


Drawing may not be made under this Agreement (and the Credit shall not be
available) after May 31, 2002, or the date of the Protocol of Delivery and
Acceptance, whichever is the earlier, such earlier date being hereinafter called
the "LIMIT DATE FOR DRAWING."

However, upon documented application by the Borrower, the Lenders will use their
best efforts to postpone the above date of May 31, 2002, by addendum to this
Agreement, it being understood that such extension is subject to the prior
written approval of COFACE.



                                       14




ARTICLE V - REPAYMENT OF PRINCIPAL - INTEREST - PROMISSORY NOTES

         A.       REPAYMENT OF PRINCIPAL

The Borrower shall repay to the Lenders all amounts paid on behalf of the
Borrower under the terms of this Agreement.

Repayments will be made by the Borrower in 17 (seventeen) equal and consecutive
half yearly installments, the first of which will become due six months after
the Delivery Date.

The installments of principal will be evidenced by two sets each of 17
(seventeen) Promissory Notes (i.e. 34 (thirty-four) Promissory Notes) executed
by the Borrower to the order of SOCIETE GENERALE as regards one set ("SET PA")
and CREDIT AGRICOLE INDOSUEZ as regards the other set ("SET PB"). They will be
remitted to SOCIETE GENERALE no later than the Intended Delivery Date of the
Vessel, with a letter of joint interest mandate which will be drawn up according
to Part 1 of Appendix III. These Promissory Notes will be marked PA1 to PA17 for
Set PA and PB1 to PB17 for Set PB.

The amounts on these Promissory Notes of principal, notified by SOCIETE GENERALE
acting on behalf of the Lenders no later than the Intended Delivery Date, will
be determined in accordance with the second paragraph of this Article V.A. The
Maturity Dates of these Promissory Notes will be left in blank.

At the time of the drawing and when the Delivery Date is known, SOCIETE GENERALE
shall for the two sets of Promissory Notes of principal:

         (1)      insert the Maturity Dates on the Promissory Notes taking as
                  reference the Delivery Date;

         (2)      modify, if necessary, the amounts indicated on each Promissory
                  Note corresponding to 1/34 of the total amount of the Credit
                  disbursed; and

         (3)      release the Promissory Notes to SOCIETE GENERALE (with respect
                  to Set PA) and to CREDIT AGRICOLE INDOSUEZ (with respect to
                  set PB),

in accordance with the terms and conditions of the above-mentioned letter of
joint interest mandate.


         B.       PAYMENT OF INTEREST

Interest will be payable on the amount of the Credit drawn under this Agreement
free of any deductions or withholdings, at the rate hereafter set out.



                                       15



Interest will be calculated on the balance of the Credit from time to time
outstanding beginning on the Delivery Date and will be payable in arrears every
six months on the same dates as the installments of principal.

Interest will be computed for the exact number of days elapsed divided by 360
days.

Interest will be payable at a fixed rate of eight per cent (8.00%) per annum,
which rate includes an amount of zero point forty one per cent (0.41%), related
to the COFACE insurance premiums.

The half yearly installments of interest will be evidenced by two sets each of
17 (seventeen) Promissory Notes (i.e. 34 (thirty-four) Promissory Notes)
executed by the Borrower to the order of SOCIETE GENERALE as regards one set
("SET IA") and CREDIT AGRICOLE INDOSUEZ as regards the other set ("SET IB"),
marked IA1 to IA17 for Set IA and IB1 to IB17 for Set IB.

The amounts of these Promissory Notes of interest will be determined in
reference to the Promissory Notes of principal and in accordance with the
interest provisions in this Article V.B.

These Promissory Notes will be issued by the Borrower with the Maturity Dates
left in blank and remitted to SOCIETE GENERALE. SOCIETE GENERALE shall fill in
the Maturity Dates, modify the amount if necessary, and release in the same way
as the Promissory Notes of principal, in accordance with the terms and
conditions of the letter containing a joint interest mandate drawn up as per
Part 1 of Appendix III.

         C.       PROVISIONS COMMON TO ALL THE PROMISSORY NOTES

All the Promissory Notes of principal and interest will be denominated in
Dollars and domiciled with (i.e. payable at) SOCIETE GENERALE, Paris. They will
be in the form set out in Appendix II and will state as consideration "(for
value given pursuant to the Credit Agreement signed on ...)".

All the Promissory Notes of principal and interest shall have the character
attributed to them by French law and will fulfill all the conditions of form and
substance required by that law. The Borrower hereby accepts all obligations
which result from the application of French law.

The Borrower hereby expressly exempts the Lenders and holders from the need to
protest these notes.

         D.       SPECIFIC PROVISIONS REGARDING THE PAYMENT DATES OF ALL SUMS
                  EVIDENCED BY PROMISSORY NOTES

Any payment due by the Borrower under this Agreement as evidenced by a
Promissory Note whose Maturity Date does not fall on a Banking Day shall be
postponed to the following Banking Day. Such postponement shall not entail any




                                       16


modification of the Maturity Dates which will remain at six monthly intervals
from the Delivery Date.

Where these provisions apply, the Maturity Dates and the amounts of the
Promissory Notes will not be modified, but the Promissory Notes shall be paid on
the dates determined in accordance with the above procedure. In such event,
SOCIETE GENERALE acting on behalf of the Lenders shall, one month before the
payment date, send to the Borrower a statement by facsimile indicating the
amount of additional interest at the fixed rate specified in Article V.B. above
accrued on the amount of the Promissory Note of principal, the payment of which
is postponed in accordance with the provisions of this Article V.D. from the
Maturity Date of such Promissory Note until the first Banking Day immediately
following such Maturity Date. Such additional interest shall be paid on the
Maturity Date indicated in such facsimile.



                                       17




ARTICLE VI - CLAIMS OR DEFENSES MAY NOT BE OPPOSED TO THE LENDERS

Since the Lenders are in no way party to the Contract, the Borrower may not
escape liability under the terms of this Agreement by opposing to the Lenders
claims or defenses of any kind whatsoever arising under the Contract, and in
particular from its performance, or from any other relationship between the
Borrower and the Supplier.

Furthermore, the Borrower understands that the Lenders are not a party to the
forward exchange contracts entered into by RCCL with respect to the Change
Orders. The Borrower hereby agrees that the Lenders have assumed no
responsibility thereunder, and the Borrower may not avoid liability under the
terms of this Agreement or the Promissory Notes, by raising any claims or
defences of any kind it may otherwise have under such contracts. The Borrower
further waives any and all rights and defences it might otherwise have against
the Lenders resulting from or arising out of the performance of such forward
exchange contracts by any party thereto.



                                       18




ARTICLE VII - CREDIT INSURANCE PREMIUMS

The Borrower undertakes to repay the Lenders the premiums due to COFACE under
the insurance policy related to this Agreement. These premiums are due by the
Borrower and will be paid by the Lenders to COFACE upon the drawing of the
Credit under this Agreement (provided that no such premiums will be due if the
Credit is not drawn).

The premiums will be financed as per Article V.B. above and will be repaid by
the Borrower by paying additional interest computed at a rate of zero point
forty one per cent (0.41%) per annum. This additional amount is included in the
rate set out in Article V.B. above. The premiums so included in the rate of
interest are due in any event.

Consequently, in case of either prepayment or acceleration of the Credit
pursuant to Articles XII and XIV hereafter, the Borrower undertakes to repay the
Lenders, upon receipt of SOCIETE GENERALE's detailed statement stating the
amount of such insurance premiums remaining due, the amount of the insurance
premium not yet reimbursed by the payments of interest already made by the
Borrower.

If there is no prepayment or acceleration of the Credit pursuant to Articles XII
and XIV hereafter, the Borrower will be released from its obligation of
repayment of credit insurance premiums to the Lenders only after full payment of
all the Promissory Notes of interest.



                                       19




ARTICLE VIII - FEES

The following fees shall be paid to Societe Generale acting on behalf of the
Lenders by the Borrower as required hereunder:

         (a)      A MANAGEMENT FEE of US$ 75,000 shall be paid as follows:

                  -        US$ 37,500, upon signature of the Agreement; and

                  -        US$ 37,500, on the date falling on the earlier of (i)
                           the Delivery Date or (ii) the date of early
                           termination of the Agreement pursuant to Articles XIV
                           and XV or the date of cancellation of the Credit by
                           the Borrower pursuant to Article XXV.

         (b)      A COMMITMENT FEE of 0.125 % p.a. shall be paid for the period
                  from the date of signature of the Agreement till the Delivery
                  Date of the Vessel or the Limit Date for Drawing, or the date
                  of receipt by SOCIETE GENERALE acting on behalf of the Lenders
                  of the written termination notice sent by the Borrower as
                  described in Article XXV, whichever is the earliest. This
                  commitment fee shall be calculated on the undrawn amount of
                  the Credit at the date of signature of the Agreement, and paid
                  in arrears on such date falling six months after the date of
                  signature of the Agreement and on each date falling at the end
                  of each following consecutive six month period, to the
                  exception of the commitment fee due in respect of the last
                  period, which shall be paid upon Delivery Date of the Vessel.
                  The commitment fee shall be calculated on the actual number of
                  days elapsed divided by 360.

         (c)      AN AGENCY FEE of US$ 20,000 shall be paid yearly in advance as
                  from the Delivery date of the Vessel, and then, on each
                  anniversary date thereof, until total repayment of the Credit.



                                       20




ARTICLE IX - TAXES - COSTS AND RELATED CHARGES

         (a)      All present and/or future taxes, levies and duties whatsoever
                  legally payable in France as a consequence of the signature or
                  performance of this Agreement shall be paid by the Lenders.

         (b)      All present and/or future taxes, levies and duties whatsoever
                  legally payable outside France (other than taxes payable by
                  each of the Lenders on its overall net income) as a
                  consequence of the signature or performance of this Agreement
                  shall be paid by the Borrower. In consequence, all payments of
                  principal and interest, whether or not evidenced by Promissory
                  Notes, interest on late payments, compensation, costs, fees
                  and related charges, due in connection with this Agreement
                  shall be made without any deduction or withholding in respect
                  of taxes, levies and duties mentioned in this paragraph (b) of
                  this Article IX. The Borrower therefore hereby agrees
                  expressly that if for any reason full payment of the above
                  amounts is not made, it will immediately pay the Lenders the
                  sums necessary to compensate exactly the effect of the
                  deductions or withholdings made in respect of taxes, levies
                  and duties mentioned in this paragraph (b) of this Article IX.
                  If the Borrower fails to perform this obligation, the Lenders
                  shall be entitled, in accordance with Article XIV, either not
                  to make available the Credit or, as the case may require, to
                  require immediate repayment of the Credit.

         (c)      The Borrower undertakes to pay to the Lenders, upon demand,
                  all reasonable costs and expenses, duties and fees, incurred
                  by the Lenders in connection with the negotiation, preparation
                  and execution of all agreements, guarantees, security
                  agreements and related documents entered into, or to be
                  entered into, for the purpose of the transaction contemplated
                  hereby (except the legal expenses incurred by the Lenders in
                  connection with the preparation and negotiation of this
                  Agreement and the documents in agreed form and the legal
                  expenses incurred by the Lenders in connection with the
                  documents to be executed at delivery which will be reimbursed
                  by the Borrower to Societe Generale acting on behalf of the
                  Lenders up to the limit of US$ 5,000) as well as all
                  reasonable costs and expenses, duties and fees incurred by the
                  Lenders in connection with the registration, filing,
                  enforcement or discharge of the said guarantees or security
                  agreements, including without limitation the fees and expenses
                  of legal advisers and insurance experts, the cost of
                  registration and discharge of security interests and the
                  related travel expenses; the Borrower further undertakes to
                  pay to the Lenders all reasonable costs, expenses, duties and
                  fees incurred by them in connection with any variation of this
                  Agreement and the related documents, guarantees and security
                  agreements, any supplements thereto and waiver given in



                                       21


                  relation thereto, in connection with the enforcement or
                  preservation of any rights under this Agreement and/or the
                  Promissory Notes and/or the related guarantees and security
                  agreements, including in each case the fees and expenses of
                  legal advisers, and in connection with the consultations or
                  proceedings made necessary by the acts of, or failure to act
                  on the part of the Borrower.

         (d)      The Borrower undertakes to pay to the Lenders, upon demand,
                  any costs incurred by the Lenders in funding the Credit in the
                  event that the Delivery Date is later than the Intended
                  Delivery Date provided the Borrower has not given the Lenders
                  with at least three (3) business days notification of such
                  delay in the Delivery Date.



                                       22




ARTICLE X - DECLARATIONS

         The Borrower hereby declares and warrants to each Lender that:

         (a)      The Borrower is duly incorporated, validly existing and in
                  good standing under the laws of Liberia and has power to carry
                  on its business as it is now being conducted and to own its
                  property and other assets;

         (b)      The Borrower has the power to execute and perform each of its
                  obligations under this Agreement and all necessary corporate
                  and other actions have been taken by the Borrower to authorize
                  the execution and performance of the same;

         (c)      The execution and performance by the Borrower of this
                  Agreement do not contravene any law, regulation, judicial or
                  administrative decree or conflict with the By-Laws or Articles
                  of Association of the Borrower;

         (d)      There are no governmental approvals outside France which are
                  necessary for the execution and performance by the Borrower of
                  this Agreement or for this Agreement to be enforceable against
                  the Borrower, other than those which have already been
                  obtained;

         (e)      There are no proceedings before any arbitration tribunal,
                  court, government agency or administrative body pending or
                  threatened against the Borrower which, in the reasonable
                  opinion of the Borrower, are likely to be adversely
                  determined, and would (if adversely determined) be likely to
                  (i) materially and adversely affect the financial condition of
                  the Borrower or impair the ability of the Borrower to pay,
                  when due, any amounts due hereunder, or (ii) in any material
                  respect prevent or prohibit the execution or performance of
                  this Agreement or preclude or impair the exercise by the
                  Lenders of their rights hereunder;

         (f)      The Borrower is not in default under any material agreement or
                  obligation to which it is a party or by which it is bound;

         (g)      No Event of Default has occurred and is continuing; and

         (h)      There are at the date of the execution of this Agreement no
                  notarizations, filings, recordings, registrations or
                  enrollments in any court, public office or elsewhere in
                  Liberia which are necessary in order to ensure the legality,
                  validity, enforceability or admissibility in evidence of this
                  Agreement and any such notarizations, filings, recordings,
                  registrations or enrollments as may be necessary as at the
                  Delivery Date to ensure the legality, validity, enforceability
                  or admissibility in evidence of this Agreement shall have been
                  obtained.



                                       23




ARTICLE XI - UNDERTAKINGS

         (a)      The Borrower hereby undertakes that it shall:

                  (1)      Provide SOCIETE GENERALE, acting on behalf of the
                           Lenders, with its (or if its financial statements are
                           consolidated with the Guarantor's, the Guarantor's)
                           quarterly and annual financial statements promptly
                           after the Guarantor's financial statements are filed
                           with the United States Securities and Exchange
                           Commission;

                  (2)      Promptly advise SOCIETE GENERALE, acting on behalf of
                           the Lenders, of any event or circumstance which, in
                           the reasonable opinion of the Borrower, would be
                           likely to have a material adverse effect on the
                           Borrower's ability to perform its obligations under
                           this Agreement, the Mortgages, the Assignment of
                           Insurances, or the Assignment of Requisition
                           Proceeds;

                  (3)      Promptly give written notice to SOCIETE GENERALE,
                           acting on behalf of the Lenders, of any material
                           litigation or arbitration or administrative or other
                           proceedings before or of any arbitration tribunal
                           court, governmental agency or administrative body
                           affecting the Vessel;

                  (4)      Inform the Lenders within one month of all changes to
                           its legal form, nature or corporate purpose and shall
                           supply all supporting documents relating to such
                           change;

                  (5)      Provide the Lenders with the same documents and
                           information, with respect to the Guarantor, as
                           required in paragraphs (1), (2) and (4) above;

                  (6)      Comply with the requirements of all laws, rules,
                           regulations, orders and decrees of any
                           administrative, governmental, or judicial authority
                           or other organization or body, applicable to the
                           Borrower or any part of its assets, the
                           non-compliance with which would materially and
                           adversely affect the credit of the Borrower or its
                           ability duly to perform and observe the obligations
                           expressed to be assumed by the Borrower in or
                           pursuant to this Agreement;

                  (7)      Not enter into any bare boat charter other than a
                           Bare Boat Charter with an Approved Charterer which
                           terms have been agreed to by the Lenders provided
                           that such agreement shall not be unreasonably
                           withheld if:

                           (i)      the Borrower shall remain responsible to the
                                    Lenders for the complete and proper
                                    performance of its obligations under this
                                    Agreement;




                                       24


                           (ii)     the hire due under the Bare Boat Charter is
                                    paid in such amount and at such time as to
                                    enable the Borrower to meet its obligations
                                    under this Agreement;

                           (iii)    such hire referred to in subparagraph (ii)
                                    above is assigned to Lenders in an
                                    assignment agreement in form and substance
                                    satisfactory to the Lenders;

                           (iv)     the Bare Boat Charter is subject to and
                                    subordinate to the Mortgages and the
                                    Approved Charterer agrees that the Bare Boat
                                    Charter terminates in the event that this
                                    Credit is accelerated pursuant to the
                                    provisions of Articles XIV and XV, and the
                                    Bare Boat Charter contains provisions on
                                    insurances, maintenance and use of the
                                    Vessel that are no less onerous than such
                                    provisions in this Agreement and in the
                                    Mortgages;

                           (v)      the Approved Charterer issues to the Lenders
                                    the Approved Charterer's Letter of
                                    Undertaking, provided that no such Approved
                                    Charterer's Letter of Undertaking shall be
                                    required if the Approved Charterer's
                                    acknowledgment of the assignment mentioned
                                    in subparagraph (iii) above includes a
                                    similar undertaking;

                           (vi)     legal counsel to the Lenders as to Liberian
                                    law is in a position to confirm that the
                                    Bare Boat Charter falls within the scope of
                                    the Borrower's corporate purpose as defined
                                    in its Articles of Association and By-laws,
                                    and that the Borrower's representatives
                                    having executed the Bare Boat Charter were
                                    at that date fully empowered to sign the
                                    Bare Boat Charter; and

                           (vii)    legal counsel to the Lenders have been
                                    provided with the corporate documentation of
                                    the Approved Charterer, and the Lenders have
                                    received from their counsel a legal opinion
                                    with respect to the Bare Boat Charter and
                                    the Approved Charterer's Letter of
                                    Undertaking in substantially the form of the
                                    opinion requested under Article III,
                                    paragraph (1)(a) of this Agreement.

                  (8)      Other than the hiring of cabins in the ordinary
                           course of business, not to enter into any other form
                           of hiring or leasing of all or part of the Vessel
                           with any person without the prior written consent of
                           the Lenders (such consent not to be unreasonably
                           withheld) other than time, voyage or cabin charters
                           of less than ninety (90) days (including any
                           extensions or renewals) during which operational
                           control and the crew remain that of the Borrower (or
                           the Approved Charterer as the case may be); and



                                       25


                  (9)      Not, without the prior written agreement of the
                           Lenders, enter into any form of transfer of any of
                           its rights or obligations arising from this
                           Agreement.

         (b)      The Borrower further undertakes that, for so long as sums are
                  owing or may be owing under this Agreement and/or the
                  Promissory Notes, it shall:

                  (1)      Not substantially modify the Contract, directly or
                           indirectly, if, by reason of regulations which apply
                           to either Lender, such modification would make such
                           Lender's commitment impossible to fulfill or would
                           change the substance or form of its commitment. The
                           Borrower may, therefore, submit to the Lenders any
                           proposals for modification which in its opinion,
                           might have such consequence, and the Lenders will
                           indicate in a timely manner whether the modification
                           proposed will allow the Credit to be maintained;

                  (2)      Not without the prior written consent of the Lenders
                           make any act of disposal of the Vessel whether
                           gratuitous or otherwise, or enter into any commitment
                           to third parties affecting the ownership of the
                           Vessel (unless the effectiveness of such commitment
                           is itself expressed to be conditional upon the prior
                           prepayment of the Credit or the written consent of
                           the Lenders);

                  (3)      Keep the Vessel, or cause the Vessel to be kept, in
                           good working order and well maintained;

                  (4)      Take such steps as may be reasonably necessary to
                           maintain and protect the interest of the Lenders in
                           the Vessel as the first priority mortgagees of the
                           Vessel and in the Insurances of the Vessel as first
                           priority assignees thereof;

                  (5)      Promptly furnish SOCIETE GENERALE, acting on behalf
                           of the Lenders, with, or procure that it is furnished
                           promptly with, all such information as SOCIETE
                           GENERALE, acting on behalf of the Lenders, may from
                           time to time reasonably request regarding the Vessel,
                           her Insurances, operation, state and condition; and

                  (6)      Take all steps that may be necessary or desirable
                           under any applicable law to publish or otherwise
                           inform third parties that the Vessel is subject to
                           the Mortgages.



                                       26




ARTICLE XII - PREPAYMENT

The Borrower may prepay all or part of the Credit provided a prepayment covers
the full amount of one or more installments of principal evidenced by the
relevant Promissory Notes of principal, unless the Lenders agree otherwise and
provided such prepayment is made on the same day of any month as the day of the
normal Maturity Dates. Sums prepaid will be applied in accordance with Article
XVIII below. This option to prepay may only be exercised if one month's prior
written notice indicating the intended date of prepayment is given to SOCIETE
GENERALE on behalf of the Lenders.

The conditions of such prepayment will be, in due time and prior to such
prepayment, settled by mutual agreement between the Lenders and the Borrower.
Such mutual agreement will deal with practical procedures, in particular those
regarding the Promissory Notes, as well as of compensation to be paid by the
Borrower to the Lenders in addition to the COFACE premiums pursuant to Article
VII. Such compensation will be the sum of (i) the difference (if positive),
calculated by the Lenders, between the actual cost for the Lenders of the
funding for the Credit and the rate of interest for the monies to be invested by
the Lender, applied to the amounts so prepaid for the period from said
prepayment until the next interest prepayment date (if prepayment does not occur
on an interest payment date) and (ii) the charges (if any) imposed on the
Lenders by the French Government Authorities (funding or breakage costs of the
French Government Authority in charge of monitoring the fixed interest rate).
Details of any such calculations shall be supplied to the Borrower by the
Lenders.



                                       27




ARTICLE XIII - INTEREST ON LATE PAYMENTS

Without prejudice to the provisions of Article XIV below, concerning Events of
Default, and without the present Article in any way constituting a waiver of
terms of payment, all Promissory Notes and/or sums due by the Borrower under
this Agreement will automatically bear interest on a day to day basis from the
date when they are payable until the date of actual payment at a rate per annum
equal to the higher of: (i) the rate at which overnight deposits in Dollars of
the same amount as the overdue amount are offered to SOCIETE GENERALE plus 3%,
or (ii) 11.00%. The interest will itself bear interest at the above rate if it
is due for an entire year.



                                       28




ARTICLE XIV - ACCELERATION - EVENTS OF DEFAULT

         (a)      No drawing under this Credit may be requested from the Lenders
                  and the Lenders may require immediate payment of the
                  outstanding Promissory Notes of principal together with the
                  next maturing Promissory Notes of interest and the amount of
                  COFACE premiums included in the Promissory Notes of interest
                  which have not been accelerated if any one of the following
                  Events of Default occurs and is continuing:

                  (1)      the Borrower is in default in the payment of any of
                           the Promissory Notes when and as the same shall
                           become due and payable as therein and herein provided
                           and such default shall continue for seven (7) days
                           after the due date;

                  (2)      the Borrower is in default in the payment of any
                           other amounts payable under this Agreement or the
                           Mortgages and such default shall not have been cured
                           within ten (10) days from the receipt of a notice
                           from the Lenders stating that the payment is overdue;

                  (3)      at any time any of the Insurances ceases to be in
                           full force and effect for any reason;

                  (4)      the Borrower fails to perform any of its obligations
                           (other than those referred to elsewhere in this
                           Article XIV) under this Agreement and (if such
                           failure is capable of remedy) such failure remains
                           unremedied ten (10) days after the Borrower has
                           received notice of such failure (provided, however,
                           that the said period of ten (10) days shall be
                           extended to thirty (30) days if the Borrower
                           demonstrates to the Lenders' satisfaction (the
                           Lenders acting in good faith) that it is taking all
                           steps available to it to remedy the relevant failure
                           and that the relevant failure will be remedied within
                           such period of thirty (30) days);

                  (5)      the Borrower shall (a) apply for or consent to the
                           appointment of a receiver or trustee or liquidator of
                           the Borrower or of all or a substantial part of the
                           assets of the Borrower (b) be unable or admit in
                           writing its inability to pay its debts as they mature
                           (c) make a general assignment for the benefit of
                           creditors, (d) be adjudicated insolvent or bankrupt,
                           (e) file or make a voluntary petition in bankruptcy
                           or a petition or an answer seeking reorganization
                           (except for a reorganization made with the Lenders'
                           prior written consent, which shall not be
                           unreasonably withheld) or an arrangement with
                           creditors generally (f) take advantage of any



                                       29



                           insolvency law (g) file an answer admitting the
                           material allegations of a petition filed against the
                           Borrower in any bankruptcy reorganization or
                           insolvency proceeding, (h) be liquidated, (i) be
                           subject to any judicial arrangement of debts, or (j)
                           take any corporate action for the purpose of
                           effecting any of the foregoing;

                  (6)      an order, judgment or decree shall be entered without
                           the application, approval or consent of the Borrower
                           by any court of competent jurisdiction approving a
                           petition seeking reorganization of the Borrower or
                           appointing a receiver, trustee or liquidator of the
                           Borrower or of all or a substantial part of the
                           assets of the Borrower and such order, judgment or
                           decree: (i) is not being actively contested by the
                           Borrower in good faith and by appropriate
                           proceedings, or (ii) even if being so contested,
                           continues unstayed and in effect for a period of
                           thirty (30) days;

                  (7)      any declaration, representation or warranty made by
                           the Borrower in this Agreement, the Assignment of
                           Insurances, the Assignment of Requisition Proceeds,
                           or the Mortgages shall have been incorrect when made
                           in any material respect;

                  (8)      merger, splitting up or redomiciliation of the
                           Borrower to another jurisdiction or modification of
                           the corporate purpose or the corporate form of the
                           Borrower without the Lenders' consent (not to be
                           unreasonably withheld);

                  (9)      the Borrower ceases to carry on business or disposes
                           of all or substantially all of its business, property
                           and assets;

                  (10)     the Borrower shall be declared in default, after, if
                           applicable, any grace period, under any financing
                           agreement (including amongst others any lease
                           financing or hire purchase agreements) entered into
                           by the Borrower (including as guarantor) and as a
                           result thereof, the repayment of such financing being
                           in excess of US$ 15,000,000 is accelerated or the
                           relevant financing is terminated or any claim in
                           excess of US$ 15,000,000 is made against the Borrower
                           in respect of any debt and the same is not paid or
                           challenged in good faith by the Borrower within any
                           applicable grace period;

                  (11)     any governmental measure or decision, whether
                           applying generally or solely to the Borrower or the
                           Vessel, is taken in Liberia or the country of the
                           Maritime Registry for the time being or any other
                           country from or through which payments under this
                           Agreement or the Promissory Notes are made by the
                           Borrower, or any other event occurs in Liberia or the
                           country of the Maritime Registry for the time being



                                       30



                           or any other country from or through which payments
                           under this Agreement or the Promissory Notes are made
                           by the Borrower, which, in either case, might
                           reasonably be expected to impede the performance of
                           the Borrower's obligations under the Mortgages, the
                           Promissory Notes or this Agreement, unless the
                           Borrower proves to the Lenders' satisfaction within
                           thirty (30) days of such measure or decision taking
                           effect that it has taken such action as may be
                           necessary to avoid such impediment to performance;

                  (12)     the Borrower sells or otherwise disposes of, or loses
                           (otherwise than as a result of a Compulsory
                           Requisition), title to the Vessel;

                  (13)     either: (i) the Vessel is put up for forced auction
                           or necessary auction, (ii) the Vessel is encumbered
                           by any distraint and the Borrower is unable to secure
                           the release of the Vessel from such distraint within
                           ten (10) days, or (iii) any claim secured by maritime
                           lien on the Vessel is not paid within twenty days
                           from its becoming due and payable, other than liens
                           contested in good faith by the Borrower;

                  (14)     there is a destruction or capture, by enemies of the
                           Republic of Liberia or by or through the authority of
                           any foreign government, pirates or others or
                           forfeiture of the Vessel, or the Borrower, for any
                           other reason, wholly or partially loses control of
                           the Vessel and, in the event of capture only, the
                           Vessel is not freed within ten (10) days;

                  (15)     the Borrower shall do or cause to be done any act or
                           thing which could reasonably be expected to make void
                           or voidable the registration of the Vessel and/or the
                           Mortgages or the Vessel shall cease to be registered
                           under the flag of the Maritime Registry previously
                           approved by the Lenders, unless the Lenders have
                           agreed to such change of registration;

                  (16)     the Vessel is arrested or taken in execution of any
                           lien or judgment and is not freed from such arrest or
                           from such taking in execution within ten (10) days
                           thereof;

                  (17)     the Guarantor fails to perform any of its
                           undertakings (other than the undertakings of the
                           Guarantor set forth in paragraph 2(b)(5) and (6) of
                           the Guarantor's Letter of Undertaking) under the
                           Guarantor's Letter of Undertaking and (if such
                           failure is capable of remedy) such failure remains
                           unremedied ten (10) days after the Guarantor has
                           received notice of such failure (provided, however,
                           that the said period of ten (10) days shall be
                           extended to thirty (30) days if the Guarantor
                           demonstrates to the Lenders' satisfaction (the
                           Lenders acting in good faith) that it is taking all
                           steps available to it to remedy the relevant failure
                           and that the relevant failure will be remedied within
                           such period of thirty (30) days);

                  (18)     Any of the events listed in paragraphs (5), (6), (9)
                           or (11) above occurs with respect to the Guarantor
                           (taking into account, MUTATIS MUTANDIS, any
                           applicable grace periods);




                                       31


                  (19)     any declaration, representation or warranty made by
                           the Guarantor in the Guarantor's Letter of
                           Undertaking shall have been incorrect when made in
                           any material respect;

                  (20)     the Guarantor shall be declared in default, after, if
                           applicable, any grace period, under any financing
                           agreement (including amongst others any lease
                           financing or hire purchase agreements) entered into
                           by the Guarantor (including as guarantor) and as a
                           result thereof, the repayment of such financing being
                           in excess of US$ 50,000,000 is accelerated or the
                           relevant financing is terminated or any claim in
                           excess of US$ 50,000,000 is made against the
                           Guarantor in respect of any debt and the same is not
                           paid or challenged in good faith by the Guarantor
                           within any applicable grace period;

                  (21)     any of the events of default contained in the
                           Mortgages occurs.

         (b)      Notice of any Event of Default and/or of acceleration of the
                  Promissory Notes shall be given by the Lenders in accordance
                  with Article XXIII hereof.

         (c)      In no event shall any delay in exercising the Lenders' right
                  to require advance repayment be interpreted as a waiver of
                  this right.

         (d)      Furthermore, in case of such accelerated repayment following
                  an Event of Default, the Borrower shall be liable to pay to
                  SOCIETE GENERALE, on behalf of the Lenders, in addition to the
                  COFACE premiums pursuant to Article VII, compensation
                  calculated as provided for in Article XII.

         (e)      In the event that the accelerated amount is received by
                  SOCIETE GENERALE on behalf of the Lenders before the date of
                  normal maturity of the accelerated Promissory Notes of
                  interest, the Borrower shall, subject to no sums remaining due
                  to the Lenders from the Borrower, be entitled to refund of
                  interest for the actual number of days between the date on
                  which the Lenders received the amount and the normal Maturity
                  Date for the amount.

         (f)      Any Event of Default which is cured before action is taken by
                  the Lenders under this Article XIV shall be considered as not
                  having occurred.



                                       32




ARTICLE XV - ACCELERATION - OTHER EVENTS

         (a)      The Lenders may also require immediate payment of the then
                  outstanding Promissory Notes of principal together with the
                  next maturing Promissory Notes of interest and the amount of
                  the COFACE premiums included in the Promissory Notes of
                  interest which have not been accelerated and all other sums
                  due hereunder if:

                  (i)      the Guarantor shall default in the due performance
                           and observance of any of the undertakings set forth
                           in paragraph 2(b)(5) or (6) of the Guarantor's Letter
                           of Undertaking; or

                  (ii)     there occurs the Total Loss or Compulsory Requisition
                           of the Vessel.

         (b)      Notice of the acceleration of the Promissory Notes pursuant to
                  this Article XV shall be given by the Lenders in accordance
                  with Article XXIII hereof.

         (c)      However, if the event mentioned in paragraph (a)(ii) of this
                  Article XV occurs (but without prejudice to the Lenders'
                  rights to receive the insurance proceeds forthwith upon
                  collection as may be provided for in the Mortgages and/or
                  Assignment of Insurances and/or Assignment of Requisition
                  Proceeds), the Borrower shall not be required to pay its
                  indebtedness under this Agreement (whether or not evidenced by
                  Promissory Notes) earlier than the date which is 90 (ninety)
                  days after the Total Loss Date or the date of Compulsory
                  Requisition.

         (d)      The provisions of paragraphs (c), (d), and (e) of Article XIV
                  shall apply MUTATIS MUTANDIS to acceleration of the Promissory
                  Notes pursuant to this Article XV.



                                       33




ARTICLE XVI - CURRENCY OF PAYMENT - DOMICILIATION

(a)      The funds for payment of the Promissory Notes at the domiciliation bank
         as well as all other sums due by the Borrower under this Agreement,
         shall be paid in Dollars to the credit of the account of
         FINT/RES/BAC/EXT, number [      ] with SOCIETE GENERALE, 1221 Avenue of
         the Americas, New York NY 10020, under the following reference: "Buyer
         Credit RCCL SUMMITThese sums must be credited before 11.00 a.m. New
         York time in freely transferable and convertible currency. For each
         payment to be made, the Borrower shall notify SOCIETE GENERALE on the
         third Banking Day prior to the due payment date that it will issue
         instructions to its bank (which shall be named in such notification) to
         make the relevant payment.

(b)      The funds for payment by the Borrower to the Lenders of the Change
         Order Amount shall be paid in EUR and/or FRF to the credit of the
         account of OPER/FIN/EXT, swift address SOGRPPFIN at SOCIETE GENERALE,
         Paris, under the following reference: "Buyer Credit RCCL SUMMIT." These
         sums must be credited before 11:00 a.m. Paris time in freely
         transferable and convertible currency.

(c)      The funds for reimbursing RCCL by the Lenders of the US$ amount
         specified in Article IV (b) shall be paid in Dollars to the credit of
         the account of RCCL at: Chase Manhattan, New York, Royal Caribbean
         Cruises Ltd., ABA # 021-000-021, Account # [          ], Swift Code
         CHASUS33.

(d)      Except with respect to the Change Order Amount, Dollars shall be the
         currency of account and of payment of all amounts due hereunder in all
         events. In the event that any payment is made or received, including
         pursuant to any judgment or order rendered by a competent court or
         tribunal, in a currency other than Dollars or at a location other than
         that stipulated herein for payment and such payment after conversion
         into Dollars and/or transfer to the location stipulated herein for
         payment does not result in the payment of the amount of Dollars due
         hereunder, the Lenders shall be entitled to demand immediate payment
         of, and shall have a separate cause of action for, such sums as are
         necessary exactly to compensate the deficiency.



                                       34




ARTICLE XVII - SECURITY

All the Borrower's payment obligations under this Agreement and/or the related
Promissory Notes shall be secured by:

         (a)      the Mortgages to be executed and registered in favor of the
                  Lenders forthwith upon delivery of the Vessel;

         (b)      the Assignment of Insurances and the Assignment of Requisition
                  Proceeds to be executed upon delivery of the Vessel; and

         (c)      the Guarantees.




                                       35




ARTICLE XVIII - APPLICATION OF SUMS RECEIVED

All sums received under this Agreement by either of the Lenders or by SOCIETE
GENERALE, on behalf of the Lenders, for any reason whatsoever will, without
prejudice to complementary provisions of the Mortgages, be applied:

         (a)      in priority, to payments of any kind due or in arrears in the
                  order of their Maturity Dates and, if relevant, prorata to
                  each of the Lenders; or

         (b)      if no payments are in arrears or if these payments have been
                  discharged as set out above, then:

                  (1)      to sums remaining due under this Agreement and not
                           evidenced by Promissory Notes, and

                  (2)      to sums remaining due under this Agreement evidenced
                           by Promissory Notes, and if relevant, prorata to each
                           of the Lenders and in each case in inverse order of
                           maturity, the interest being recalculated
                           accordingly.



                                       36




ARTICLE XIX

INTENTIONALLY OMITTED




                                       37




ARTICLE XX - GOVERNING LAW

This Agreement and all related documents or agreements (with the exception of
the securities governed by a foreign law) shall be governed by French Law.



                                       38




ARTICLE XXI - ARBITRATION

In the event of any dispute, difference, controversy or claim arising out of, or
relating to or in connection with, this Agreement and any related documents or
agreements (with the exception of the securities governed by a foreign law), the
same shall be submitted to and finally settled by arbitration under the Rules of
Arbitration of the International Chamber of Commerce by three (3) arbitrators
appointed in accordance with the said Rules and who will reach their decision by
applying French law. The arbitration shall take place in Geneva and shall be
conducted in the English language.



                                       39




ARTICLE XXII - APPENDICES

The following appendices form an integral part of this Agreement

APPENDIX  I:       Documents to be produced by the Supplier to SOCIETE GENERALE

APPENDIX  II:      Part 1:  Specimen of Promissory Note A
                   Part 2:  Specimen of Promissory Note B

APPENDIX  III:     Part 1:  Specimen of a letter containing a joint interest
                            mandate
                   Part 2:  Lenders' Letter of Undertaking

APPENDIX  IV:      Guarantor's Letter of Undertaking

APPENDIX  V:       Part 1:  Independent First Demand Guarantee to SOCIETE
                            GENERALE
                   Part 2:  Independent First Demand Guarantee to CREDIT
                            AGRICOLE INDOSUEZ

APPENDIX  VI:      Approved Charterer's Letter of Undertaking



                                       40




ARTICLE XXIII - NOTICES AND SERVICES OF PROCESS

Any notices, demands and service of process relating to this Agreement or its
performance, shall be in writing and shall be validly addressed, delivered or
served at the respective addresses below :

FOR THE BORROWER:        SUMMIT INC.
                         c/o ROYAL CARIBBEAN CRUISES LTD
                         1050 Caribbean Way
                         Miami, Florida 33132
                         U.S.A.

                         Facsimile:  (305) 539 0562
                         Attention:  Vice President and Treasurer

                         with a copy to the General Counsel
                         (Facsimile:  (305) 539 0562) at the same address



FOR THE LENDERS:         SOCIETE GENERALE
                         OPER/FIN/EXT
                         Tour Societe Generale
                         17, cours Valmy - 92972 Paris-La Defense Cedex
                         France

                         Facsimile:  (331) 42.14.66.04
                         Attention:  Buyer Credit RCCL - SUMMIT

                         CREDIT AGRICOLE INDOSUEZ
                         9 quai de President Paul Doumer
                         92400 - Courbevoie
                         France

                         Facsimile:  (331) 41.89.29.87
                         Reference:  Buyer Credit RCCL - SUMMIT


or to such other address or numbers as each party may notify to the other.
Notices shall be effective upon receipt as set forth above. Any communications
by facsimile shall be confirmed by registered mail or recognized international
courier service, but the communication shall be deemed received on the date of
the facsimile transmission (or if that day is not a business day in the place
where the facsimile is received, on the next business day in that place).



                                       41


PROVIDED THAT for so long as no notice of acceleration of the Promissory Notes
has been issued pursuant to Article XIV(b) or XV(b) hereof, notices addressed to
SOCIETE GENERALE shall be deemed to have been addressed to both the Lenders.


                                       42




ARTICLE XXIV - MISCELLANEOUS

         (a)      If any term of this Agreement becomes invalid, illegal or
                  unenforceable in any respect, the validity, legality and
                  enforceability of the remaining provisions shall not in any
                  way be affected or impaired.

         (b)      No failure or delay on the part of the Lenders in exercising
                  any right, power or privilege hereunder shall operate as a
                  waiver thereof; nor shall any single or partial exercise
                  thereof preclude any other or further exercise thereof by the
                  Lenders or the exercise by the Lenders of any other right,
                  power or privilege. The rights and remedies of the Lenders
                  herein provided are cumulative and not exclusive of any rights
                  or remedies provided by law.

         (c)      This Agreement shall not be capable of being modified
                  otherwise than by an express modification in writing signed by
                  the Borrower and the Lenders.



                                       43


ARTICLE XXV - COMING INTO FORCE

(a)  This Agreement shall come into force on the date of its signature but the
     rights and obligations of the Borrower hereunder may be terminated by
     written notice from the Borrower to SOCIETE GENERALE, acting on behalf of
     the Lenders, such notice to be received not later than sixty (60) days
     prior to the Intended Delivery Date, i.e. June 30, 2001. Following service
     of such notice (which shall be irrevocable), the Borrower shall have no
     further right to make a drawing under the Credit, the Borrower shall have
     no further obligations under this Agreement, and the payment mandate given
     by the Borrower to the Lenders as provided in the second paragraph of
     Article IV shall cease to have any effect.

     Service by the Borrower of the written notice in accordance with the
     preceding paragraph shall constitute a condition subsequent (CONDITION
     RESOLUTOIRE) to this Agreement.

(b)  The Borrower executes the Agreement subject to the further condition
     precedent of the ratification of said execution by the Board of Directors
     of the Borrower latest by May 15th, 2001.

Made in three (3) originals on March 31, 2001.

SUMMIT INC.                         SOCIETE GENERALE

by:/s/ BONNIE BIUMI                 by: /s/ I. SENECA- LIGEOUR
   -----------------------------        -------------------------------------
its: Vice President & Treasurer     its: Isabelle Seneca- Ligeour


                                    CREDIT AGRICOLE INDOSUEZ

                                     by: /s/ [illegible]  /s/ S. BERGEROO
                                         -------------------------------------
                                    its: G. O. Bygodt     S. Bergeroo-Campagne





                                       44






                                   APPENDIX I

                    DOCUMENTS TO BE PRODUCED BY THE SUPPLIER
                               TO SOCIETE GENERALE

Copy of the Commercial Invoice, duly executed by the Supplier in favor of the
Borrower and countersigned by the Borrower.

Copy of the Protocol of Delivery and Acceptance duly executed by the Supplier
and the Borrower.

Copy of the commercial invoice(s) corresponding to the Change Orders or any
other similar document issued by the Supplier stating the Change Orders amount.



                                       45






                              APPENDIX II - PART 1

                          SPECIMEN OF PROMISSORY NOTE A

PROMISSORY NOTE

Number PA (or IA) ...
 ....................on ........                       Good for US$ ............
(DATE AND PLACE WHERE NOTE MADE)                            (AMOUNT IN FIGURES)

On ...........................
(MATURITY DATE)

WE SHALL PAY AGAINST THIS PROMISSORY NOTE TO THE ORDER OF SOCIETE GENERALE THE
AMOUNT OF ................................. (amount in words) US DOLLARS.

PROTEST WAIVED

(FOR VALUE GIVEN PURSUANT TO THE CREDIT AGREEMENT SIGNED ON ..............)



- ---------------------------------
Maker
- ---------------------------------
SUMMIT INC.
80 Broad Street
Monrovia
Liberia
- ---------------------------------
Place of Payment                                           SUMMIT INC.
- ---------------------------------
SOCIETE GENERALE
29 boulevard Haussmann
75009 Paris
France
- ---------------------------------
                                                           (SIGNATURES)



                                       46





                              APPENDIX II - PART 2

                          SPECIMEN OF PROMISSORY NOTE B

PROMISSORY NOTE

Number PB (or IB) ...
 ......................on ......                       Good for US$ ............
(DATE AND PLACE WHERE NOTE MADE)                           (AMOUNT IN FIGURES)

On ...........................
(MATURITY DATE)

WE SHALL PAY AGAINST THIS PROMISSORY NOTE TO THE ORDER OF CREDIT AGRICOLE
INDOSUEZ THE AMOUNT OF ................................. (amount in words) US
DOLLARS.

PROTEST WAIVED

(FOR VALUE GIVEN PURSUANT TO THE CREDIT AGREEMENT SIGNED ON ..............)



- ---------------------------------------------
Maker
- ---------------------------------------------
SUMMIT INC.
80 Broad Street
Monrovia
Liberia
- ---------------------------------------------
Place of Payment                                  SUMMIT INC.
- ---------------------------------------------
SOCIETE GENERALE
29 boulevard Haussmann
75009 Paris
France
- ---------------------------------------------
                                                      (SIGNATURES)



                                       47





                              APPENDIX III - PART 1

            SPECIMEN OF A LETTER CONTAINING A JOINT INTEREST MANDATE
                 TO BE SENT BY THE BORROWER TO SOCIETE GENERALE

                                              SOCIETE GENERALE
                                              Tour Societe Generale
                                              17, cours Valmy
                                              92972 Paris-La Defense Cedex
                                              France

                                              Attention:

Dear Sirs,

We refer to the Buyer Credit Agreement (hereinafter called the "CREDIT
AGREEMENT") that we have signed with your Bank and Credit Agricole Indosuez
(hereinafter called the "LENDERS") concerning the partial financing of the
Vessel to be built by Chantiers de l'Atlantique S.A. (the "SUPPLIER") under a
Contract signed on March 16, 1998, and modified by its amendment No 2 signed on
February 19, 1999, (hereinafter called the "CONTRACT"), for the supply of one
passenger cruise Vessel having Hull n(degree) T31 (hereinafter called the
"VESSEL").

In accordance with Article V of the Credit Agreement, we are sending you
herewith:

one set of 17 Promissory Notes of principal marked PA 1 to PA 17 to the order of
SOCIETE GENERALE,

one set of 17 Promissory Notes of principal marked PB1 to PB17 to the order of
CREDIT AGRICOLE INDOSUEZ,

one set of 17 Promissory Notes of interest marked IA 1 to IA 17 to the order of
SOCIETE GENERALE,




                                       48


one set of 17 Promissory Notes of interest marked IB1 to IB17 to the order of
CREDIT AGRICOLE INDOSUEZ.

These notes, domiciled with SOCIETE GENERALE, are issued in accordance with
Appendix II to the Credit Agreement, their amounts established in accordance
with the schedule issued by SOCIETE GENERALE acting on behalf of the Lenders
with their Maturity Date left in blank.

We hereby give you, SOCIETE GENERALE, acting in our name and on our behalf, the
following mandate:

when the drawing under said credit is made and when the Delivery Date of the
Vessel is known:

To insert the Maturity Date on each Promissory Note by reference to the Delivery
Date of the Vessel so that the first Promissory Note of principal of each set
and the first Promissory Note of interest of each set become due six months
after the date indicated in the said document, the subsequent Promissory Notes
of each set falling due at the end of each following successive half yearly
period.

To modify, if needed, in accordance with Article V of the Credit Agreement, the
amount entered on each Promissory Note of principal, replacing it with an amount
calculated by SOCIETE GENERALE so that the total of all Promissory Notes of
principal is equivalent to the amount drawn under the Credit Agreement, and each
Promissory Note is equal to 1/34 of the total amount of the Credit,

To modify, if needed, the amount of interest entered on each Promissory Note of
interest, replacing it with the actual amount of interest due and calculated on
the number of days in each 6 (six) months on the balance of principal not yet
repaid and so that the total amount of each set of Promissory Notes of interest
is the same,

To release the Promissory Notes to SOCIETE GENERALE (in the case of those to the
order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in the case of those
to the order of CREDIT AGRICOLE INDOSUEZ), against the Lenders' letter of
undertaking as per specimen in Appendix III, Part 2 of the Credit Agreement.

Upon the occurrence of any of the events specified below, to collect the
Promissory Notes from SOCIETE GENERALE (in the case of those to the order of
SOCIETE GENERALE) and from CREDIT AGRICOLE INDOSUEZ (in the case of those to the
order of CREDIT AGRICOLE INDOSUEZ) and to modify such Promissory Notes as set
out below and to return such Promissory Notes to SOCIETE GENERALE (in the case
of those to the order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in
the case of those to the order of CREDIT AGRICOLE INDOSUEZ):

         (i)      if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay part of the Credit, to modify the
                  Maturity Dates of the Promissory Notes of principal
                  corresponding to the prepaid installments to reflect the date



                                       49


                  of prepayment; and to modify the amount entered on each
                  Promissory Note of interest whose Maturity Date occurs after
                  the date of prepayment to reflect the amount of interest
                  calculated on the basis of the outstanding amount of the
                  Credit after such prepayment;

         (ii)     if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay all of the Credit, to modify the Maturity
                  Dates of all of the outstanding Promissory Notes of principal
                  to reflect the date of prepayment of the Credit;

         (iii)    if pursuant to the provisions of Article XIV or Article XV of
                  the Credit Agreement, the Promissory Notes are accelerated, to
                  modify the Maturity Dates on all of the outstanding Promissory
                  Notes of principal to reflect the date of acceleration of such
                  Promissory Notes; to modify the Maturity Dates on the next
                  maturing Promissory Notes of interest to reflect the date of
                  acceleration of such Promissory Notes; and to modify the
                  amount and the Maturity Date entered on two other Promissory
                  Notes, one issued in favor of SOCIETE GENERALE and the other
                  in favor of CREDIT AGRICOLE INDOSUEZ, so that the amount of
                  each such Promissory Note is equal to one half of the amount
                  of the COFACE premiums included in the Promissory Notes of
                  interest which have not been accelerated and to reflect that
                  the date of payment is the date of the accelerated Promissory
                  Notes.

The present mandate, given in the joint interest of the parties, is in
consequence irrevocable. It has been drawn up in accordance with the specimen
set out in Appendix III, Part 1 of the Credit Agreement, and may only be
modified with the written approval of the Lenders. Unless otherwise defined
herein, capitalized terms shall have the meanings attributed to them in the
Credit Agreement.

When the present mandate has been carried out, please inform us forthwith by
confirming that the above mentioned letter of undertaking has been received by
you and mailed to us.

All possible disputes resulting from this letter or from its implementation will
be dealt with in accordance with Articles XX and XXI of the Credit Agreement.

                                                              SUMMIT INC.



                                       50





                              APPENDIX III - PART 2

                         LENDER'S LETTER OF UNDERTAKING

SOCIETE GENERALE                           CREDIT AGRICOLE INDOSUEZ
Tour Societe Generale                      9 quai du President Paul Doumer
17, cours Valmy                            92400 COURBEVOIE
PARIS LA DEFENSE 7                         FRANCE
FRANCE

                                                            SUMMIT INC.
                                                            80, BROAD STREET
                                                            MONROVIA
                                                            LIBERIA

                                                            (DATE)

Dear Sirs,

We refer to the buyer credit agreement (the "CREDIT AGREEMENT") signed on
 ............, between SOCIETE GENERALE and CREDIT AGRICOLE INDOSUEZ as Lenders
and your company as Borrower for the partial financing of the vessel known as
hull N(degree) T31 (the "VESSEL").

The installments of repayment of principal and payment of interest relating to
said credit are evidenced by Promissory Notes governed by French Law.

The payment of said Promissory Notes is secured by two first mortgages on the
Vessel.

Both the Credit Agreement and the said mortgages provide for possible
prepayment, whether voluntary or upon acceleration, which may lead to a
cancellation of Promissory Notes evidencing the amount of interest relating to
reimbursed principal for the period beginning at the date of anticipated
reimbursement until stated maturity.

In order not to prevent the application of said provisions we hereby undertake
not to endorse the Promissory Notes issued to our order, save as required by
COFACE, until their date of maturity or of acceleration.



                                       51



                                   APPENDIX IV

                        GUARANTOR'S LETTER OF UNDERTAKING

CREDIT AGRICOLE INDOSUEZ
9, quai du President Paul Doumer
92400 Courbevoie
France

SOCIETE GENERALE
Tour Societe Generale
17, cours Valmy
Paris La Defense 7
France

In consideration of the Buyer Credit Agreement dated ________________, 2000 (the
"CREDIT AGREEMENT"), between SUMMIT INC., a wholly owned Subsidiary of Royal
Caribbean Cruises Ltd., (the "GUARANTOR") and a company incorporated in Liberia
and having its registered office at 80 Broad Street, Monrovia, Liberia, Credit
Agricole Indosuez, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE,
with a capital of EUR ______________ having its registered office at 9, quai du
President Paul Doumer 92400 Courbevoie, France, and registered with the
Commercial Registry of Nanterre under the number R.C.S. Nanterre 304 187 701,
and Societe Generale, a SOCIETE ANONYME, with a capital of EUR having its
registered office at 29 boulevard Haussmann, 75009 Paris, France, and registered
with the Commercial Registry of Paris under the number R.C.S. Paris B 552 120
222, we hereby make and agree to be bound by the Declarations and Undertakings
contained in paragraph 2 below.

1.       DEFINITIONS. Unless otherwise defined herein, capitalized terms shall
         have the meanings attributed to them in the Credit Agreement.

2.       DECLARATIONS AND UNDERTAKINGS OF THE GUARANTOR.

         (a)      The Guarantor hereby declares and warrants to the Beneficiary
                  that :

                  (1)      The Guarantor is duly incorporated, validly existing
                           and in good standing under the laws of Liberia and
                           has power to carry on its business as it is now being
                           conducted and to own its property and other assets;

                  (2)      The Guarantor has the power to execute and perform
                           each of its obligations under this letter and the
                           Guarantees and all necessary corporate and other



                                       52


                           actions have been taken by the Guarantor to authorize
                           the execution and performance of the same;

                  (3)      The execution and performance by the Guarantor of
                           this letter and the Guarantees do not contravene any
                           law, regulation, judicial or administrative decree or
                           conflict with the By-Laws or Articles of Association
                           of the Guarantor;

                  (4)      There are no governmental approvals outside France
                           which are necessary for the execution and performance
                           by the Guarantor of this letter and/or the Guarantees
                           or for this letter and/or the Guarantees to be
                           enforceable against the Guarantor, other than those
                           which have already been obtained;

                  (5)      There are no proceedings before any arbitration
                           tribunal, court, government agency or administrative
                           body pending or threatened against the Guarantor
                           which, in the reasonable opinion of the Guarantor,
                           are likely to be adversely determined, and would (if
                           adversely determined) be likely to (i) materially and
                           adversely affect the financial condition of the
                           Guarantor or impair the ability of the Guarantor to
                           pay, when due, any amounts due under the Guarantees,
                           or (ii) in any material respect prevent or prohibit
                           the execution or performance of this letter and/or
                           the Guarantees or preclude or impair the exercise by
                           the Lenders of their rights hereunder under the
                           Guarantees;

                  (6)      The Guarantor is not in default under any material
                           agreement or obligation to which it is a party or by
                           which it is bound;

                  (7)      There are no notarizations, filings, recordings,
                           registrations or enrollments in any court, public
                           office or elsewhere in Liberia which are necessary in
                           order to ensure the legality, validity,
                           enforceability or admissibility in evidence of this
                           letter and/or the Guarantees.

         (b)      The Guarantor hereby undertakes that it shall:

                  (1)      Provide the Lenders with its quarterly and annual
                           financial statements promptly after the same are
                           filed with the United States Securities and Exchange
                           Commission;

                  (2)      Promptly advise the Lenders of any event or
                           circumstance which, in the reasonable opinion of the
                           Guarantor, would be likely to have a material adverse
                           effect on the Guarantor's ability to perform its
                           obligations under this letter and/or the Guarantees;

                  (3)      Comply with the requirements of all laws, rules,
                           regulations, orders and decrees of any
                           administrative, governmental, or judicial authority
                           or other organization or body, applicable to the



                                       53


                           Guarantor or any part of its assets, the
                           non-compliance with which would materially and
                           adversely affect the credit of the Guarantor or its
                           ability duly to perform and observe the obligations
                           expressed to be assumed by the Guarantor in or
                           pursuant to this letter and/or the Guarantees, or the
                           validity thereof;

                  (4)      Inform the Lenders within ten (10) days of all
                           changes to its legal form, nature or corporate
                           purpose and shall supply all supporting documents
                           relating to such change;

                  (5)      Not consolidate with or merge with or into any Person
                           (other than in the case of a merger or consolidation
                           where the Guarantor is the surviving entity) if the
                           surviving Person does not by way of operation of law
                           or otherwise assume all the obligations of the
                           Guarantor under the Guarantees, and not lease all or
                           substantially all of its business properties or
                           assets to any Person if such Person is not a wholly
                           owned subsidiary of the Guarantor.

                                    For the purpose of the foregoing phrase
                           "Person" means any natural person, corporation,
                           partnership, firm, association, trust, government,
                           governmental agency or any other entity, whether
                           acting in an individual, fiduciary or other capacity.

                  (6)      Remain the beneficial direct or indirect owner of at
                           least 51% of the issued stock carrying voting rights
                           of the Borrower.

3.       RELATIONSHIP TO THE CREDIT AGREEMENT. The Guarantor acknowledges that
         it is fully aware of the terms and conditions of the Credit Agreement
         and that any relevant provisions of such agreement shall apply, MUTATIS
         MUTANDIS, to this Letter of Undertaking.

Signed this ____ day of _____________, 2000 in one original.

ROYAL CARIBBEAN CRUISES LTD.



By:  _____________________________

Its:  _____________________________





                                       54



                               APPENDIX V - PART I

             INDEPENDENT FIRST DEMAND GUARANTEE TO SOCIETE GENERALE

                          [ROYAL CARIBBEAN CRUISES LTD.
                                   LETTERHEAD]

                       INDEPENDENT FIRST-DEMAND GUARANTEE

                      GARANTIE AUTONOME A PREMIERE DEMANDE

This guarantee is granted by Royal Caribbean Cruises Ltd., a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia, represented by Bonnie Biumi, an officer being duly authorized
(the "GUARANTOR") to Societe Generale, a SOCIETE ANONYME, with a capital of EUR
having its registered office at 29 boulevard Haussmann, 75009 Paris, France, and
registered with the Commercial Registry of Paris under the number R.C.S. Paris B
552 120 222 (the "BENEFICIARY").

WHEREAS

1. SUMMIT INC., a wholly owned subsidiary of the Guarantor and a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia SUMMIT INC. has entered into a Buyer Credit Agreement dated
_______________, 2000 (the "CREDIT AGREEMENT") with the Beneficiary and Credit
Agricole Indosuez, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE,
with a capital of EUR ______________ having its registered office at 9, quai du
President Paul Doumer 92400 Courbevoie, France, and registered with the
Commercial Registry of Nanterre under the number R.C.S. Nanterre 304 187 701.

2. For the repayment of the amounts of principal and interest due by SUMMIT INC.
to the Beneficiary under the Credit Agreement, SUMMIT INC. is to make a series
of promissory notes to the order of the Beneficiary as follows:

- - Seventeen (17) promissory notes of principal in the following amounts and
  maturity dates:

AMOUNTS                                     MATURITY DATES
- -------                                     --------------

                                           (Months after the Delivery Date)

- - Seventeen (17) promissory notes of interest in the following amounts and
  maturity dates:

AMOUNTS                                     MATURITY DATES
- -------                                     --------------

                                           (Months after the Delivery Date)



                                       55


3. The aforesaid thirty-four (34) promissory notes (together the "PROMISSORY
NOTES") aggregate a total of US$____________.

4. It is a condition of the drawing under the Credit Agreement that SUMMIT INC.
provides the Beneficiary with a guarantee from the Guarantor, and the latter,
being interested in SUMMIT INC. drawing under the Credit Agreement, is willing
to deliver this guarantee.

5. The Guarantor acknowledges that it is fully aware of the terms of the Credit
Agreement and of the letter of joint interest mandate delivered pursuant to the
Credit Agreement.

THEREFORE, IN CONSIDERATION OF THE FOREGOING:

The Guarantor hereby irrevocably and unconditionally undertakes to pay
immediately, without contest or protest of any nature whatsoever, to the
Beneficiary, within fifteen (15) days of receipt by Guarantor of a Demand for
Payment (as defined below) from the Beneficiary, the amount stated in such
Demand for Payment, up to a maximum amount of US$_____________ (the "GUARANTEED
AMOUNT").

For purposes of this guarantee, a "DEMAND FOR PAYMENT" shall mean a written
demand from the Beneficiary stating that the amount claimed is due under this
guarantee and that the conditions for payment of such amount are fulfilled and
stating that the Credit Agreement has been accelerated in accordance with its
terms and that the Promissory Notes are immediately payable. The Demand for
Payment shall be the only document necessary in connection with the foregoing
and the Guarantor shall not contest the contents thereof.

The Guarantor understands that its obligations under this guarantee are
irrevocable, unconditional, and independent of all obligations stipulated under
the Credit Agreement and the Promissory Notes. As a result, the Guarantor
irrevocably waives its rights, if any, to any defenses that may otherwise be
available to it or SUMMIT INC. under, inter alia, the Credit Agreement and the
Promissory Notes.

Any Demand for Payment under this guarantee shall be made by registered letter
with return receipt requested or by a recognized international courier service
to the following address:

or to such other address as shall be notified in writing by the Guarantor to the
Beneficiary.

Demand for Payment will be deemed to have been received on the date such demand
is first presented to the addressee.

The obligations of the Guarantor hereunder shall not be subject to any reduction
or other impairment by set off, deduction, counterclaim, withholding or
otherwise for or on account of any taxes, duties or other charges (present or
future). In the event any payment hereunder is subject to any such withholding,



                                       56


the Guarantor shall increase the amount due to the Beneficiary by an amount such
that the net payment to the Beneficiary shall be the same as the amount demanded
had such withholding not been required.

This guarantee and the liabilities and obligations of the Guarantor shall remain
in full force and effect until the proper and valid payment in full of all the
Guaranteed Amount or an absolute discharge or release of the Guarantor signed by
the Beneficiary.

This guarantee is governed by French law and shall be construed as a GARANTIE
AUTONOME A PREMIERE DEMANDE. In the event of any dispute, difference,
controversy or claim arising out of, or relating to or in connection with, this
guarantee, the same shall be submitted to and finally settled by arbitration
under the Rules of Arbitration of the International Chamber of Commerce by three
(3) arbitrators appointed in accordance with the said Rules and who will reach
their decision by applying French law. The arbitration shall take place in
Geneva and shall be conducted in the English language.

Signed this ____ day of _____________, 2000 in one original.

ROYAL CARIBBEAN CRUISES LTD.(1)




By:  _____________________________

Its:  _____________________________



(1)   Signature of the representative of the Guarantor.




                                       57




                              APPENDIX V - PART II

         INDEPENDENT FIRST DEMAND GUARANTEE TO CREDIT AGRICOLE INDOSUEZ

                          [ROYAL CARIBBEAN CRUISES LTD.
                                   LETTERHEAD]

                       INDEPENDENT FIRST-DEMAND GUARANTEE

                      GARANTIE AUTONOME A PREMIERE DEMANDE

This guarantee is granted by Royal Caribbean Cruises Ltd., a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia, represented by ___________________, an officer being duly
authorized (the "GUARANTOR") to Credit Agricole Indosuez, a SOCIETE ANONYME A
DIRECTOIRE ET CONSEIL DE SURVEILLANCE, with a capital of EUR ______________
having its registered office at 9, quai du President Paul Doumer 92400
Courbevoie, France, and registered with the Commercial Registry of Nanterre
under the number R.C.S. Nanterre 304 187 701 (the "BENEFICIARY").

WHEREAS

1. SUMMIT INC., a wholly owned subsidiary of the Guarantor and a company
incorporated in Liberia and having its registered office at 80 Broad Street,
Monrovia, Liberia ("SUMMIT INC.") has entered into a Buyer Credit Agreement
dated _______________, 2000 (the "CREDIT AGREEMENT") with the Beneficiary and
Societe Generale, a SOCIETE ANONYME, with a capital of EUR 528,749,122.50 having
its registered office at 29 boulevard Haussmann, 75009 Paris, France, and
registered with the Commercial Registry of Paris under the number R.C.S. Paris B
552 120 222.

2. For the repayment of the amounts of principal and interest due by SUMMIT INC.
to the Beneficiary under the Credit Agreement, SUMMIT INC. is to make a series
of promissory notes to the order of the Beneficiary as follows:

- - Seventeen (17) promissory notes of principal in the following amounts and
  maturity dates:

AMOUNTS                                     MATURITY DATES
- -------                                     --------------

                                           (Months after the Delivery Date)

- - Seventeen (17) promissory notes of interest in the following amounts and
  maturity dates:

AMOUNTS                                     MATURITY DATES
- -------                                     --------------

                                           (Months after the Delivery Date)



                                       58


3. The aforesaid thirty-four (34) promissory notes (together the "PROMISSORY
NOTES") aggregate a total of US$____________.

4. It is a condition of the drawing under the Credit Agreement that SUMMIT INC.
provides the Beneficiary with a guarantee from the Guarantor, and the latter,
being interested in SUMMIT INC. drawing under the Credit Agreement, is willing
to deliver this guarantee.

5. The Guarantor acknowledges that it is fully aware of the terms of the Credit
Agreement and of the letter of joint interest mandate delivered pursuant to the
Credit Agreement.

THEREFORE, IN CONSIDERATION OF THE FOREGOING:

The Guarantor hereby irrevocably and unconditionally undertakes to pay
immediately, without contest or protest of any nature whatsoever, to the
Beneficiary, within fifteen (15) days of receipt by Guarantor of a Demand for
Payment (as defined below) from the Beneficiary, the amount stated in such
Demand for Payment up to a maximum amount of US$_____________ (the "GUARANTEED
AMOUNT").

For purposes of this guarantee, a "DEMAND FOR PAYMENT" shall mean a written
demand from the Beneficiary stating that the amount claimed is due under this
guarantee and that the conditions for payment of such amount are fulfilled and
stating that the Credit Agreement has been accelerated in accordance with its
terms and that the Promissory Notes are immediately payable. The Demand for
Payment shall be the only document necessary in connection with the foregoing
and the Guarantor shall not contest the contents thereof.

The Guarantor understands that its obligations under this guarantee are
irrevocable, unconditional, and independent of all obligations stipulated under
the Credit Agreement and the Promissory Notes. As a result, the Guarantor
irrevocably waives its rights, if any, to any defenses that may otherwise be
available to it or SUMMIT INC. under, inter alia, the Credit Agreement and the
Promissory Notes.

Any Demand for Payment under this guarantee shall be made by registered letter
with return receipt requested or by a recognized international courier service
to the following address:

or to such other address as shall be notified in writing by the Guarantor to the
Beneficiary.

Demand for Payment will be deemed to have been received on the date such demand
is first presented to the addressee.

The obligations of the Guarantor hereunder shall not be subject to any reduction
or other impairment by set off, deduction, counterclaim, withholding or



                                       59


otherwise for or on account of any taxes, duties or other charges (present or
future). In the event any payment hereunder is subject to any such withholding,
the Guarantor shall increase the amount due to the Beneficiary by an amount such
that the net payment to the Beneficiary shall be the same as the amount demanded
had such withholding not been required.

This guarantee and the liabilities and obligations of the Guarantor shall remain
in full force and effect until the proper and valid payment in full of all the
Guaranteed Amount or an absolute discharge or release of the Guarantor signed by
the Beneficiary.

This guarantee is governed by French law and shall be construed as a GARANTIE
AUTONOME A PREMIERE DEMANDE. In the event of any dispute, difference,
controversy or claim arising out of, or relating to or in connection with, this
guarantee, the same shall be submitted to and finally settled by arbitration
under the Rules of Arbitration of the International Chamber of Commerce by three
(3) arbitrators appointed in accordance with the said Rules and who will reach
their decision by applying French law. The arbitration shall take place in
Geneva and shall be conducted in the English language.

Signed this ____ day of _____________, 2000 in one original.

ROYAL CARIBBEAN CRUISES LTD.(2)





By:  _____________________________

Its:  _____________________________


(2)   Signature of the representative of the Guarantor.


                                       60




                                   APPENDIX VI

                   APPROVED CHARTERER'S LETTER OF UNDERTAKING

        [THIS FORM ASSUMES THE VESSEL WILL BE REGISTERED IN THE LIBERIAN
  MARITIME REGISTRY AND SHALL BE ADAPTED ACCORDINGLY IF THIS IS NOT THE CASE.]

                              [APPROVED CHARTERER'S
                                   LETTERHEAD]

CREDIT AGRICOLE INDOSUEZ
9, quai du President Paul Doumer
92400 Courbevoie
France

SOCIETE GENERALE
Tour Societe Generale
17, cours Valmy
Paris La Defense 7
France

                  In consideration of your agreeing to permit us to enter into a
bare boat charter agreement with SUMMIT INC. for a duration of ___________ with
respect to Summit (the "VESSEL") in accordance with the terms of the appended
bare boat charter (the "BARE BOAT CHARTER"), we confirm to you that we have
received a copy of the mortgages (the "MORTGAGES") granted by SUMMIT INC. to
Societe Generale, a SOCIETE ANONYME, with a capital of EUR 528,749,122.50 having
its registered office at 29 boulevard Haussmann, 75009 Paris, France, and
registered with the Commercial Registry of Paris under the number R.C.S. Paris B
552 120 222 ("SOCIETE GENERALE") and Credit Agricole Indosuez, a SOCIETE ANONYME
A DIRECTOIRE ET CONSEIL DE SURVEILLANCE, with a capital of EUR ______________
having its registered office at 9, quai du President Paul Doumer 92400
Courbevoie, France, and registered with the Commercial Registry of Nanterre
under the number R.C.S. Nanterre 304 187 701, (together with SOCIETE GENERALE,
the "LENDERS"), over the Vessel, and we undertake to you that:

                  (a)      we shall keep the Vessel in good working order and
                           well maintained, operate the Vessel in accordance
                           with the provisions of Article III of the Mortgages



                                       61


                           and take such steps as may be reasonably necessary to
                           maintain and protect the interest of the Lenders in
                           the Vessel as the first priority mortgagees of the
                           Vessel;

                  (b)      we shall insure the Vessel or cause the Vessel to be
                           insured in accordance with the provisions of Article
                           IV of the Mortgages and take such steps as may be
                           reasonably necessary to maintain and protect the
                           interest of the Lenders in the Vessel as first
                           priority assignees of the insurances of the Vessel;

                  (c)      we shall promptly furnish SOCIETE GENERALE, acting on
                           behalf of the Lenders, with, or procure that it is
                           furnished promptly with, all such information as
                           SOCIETE GENERALE, acting on behalf of the Lenders,
                           may from time to time reasonably request regarding
                           the Vessel, her insurances, operation, state and
                           condition;

                  (d)      we shall not grant any sub bare boat charter nor any
                           time, voyage or cabin charter for a duration in
                           excess of ninety (90) days (including any extensions
                           or renewals);

                  We further confirm to you that the Bare Boat Charter is
subordinated to the Mortgages and that:

                  (a)      we shall not extend the duration nor modify the terms
                           of the Bare Boat Charter without your prior written
                           approval;

                  (b)      in case of inconsistencies, the provisions of the
                           Mortgages shall prevail upon the provisions of the
                           Bare Boat Charter; and

                  (c)      the Bare Boat Charter shall terminate upon your
                           notifying to us a copy of the notice referred to in
                           Article XIV(b) and XV(b) of the Credit Agreement at
                           the following address:

                  Kindly acknowledge receipt and agreement of this letter upon
the enclosed duplicate.

APPROVED BARE BOAT CHARTERER





By:  _____________________________

Its:  _____________________________




                                       62




                                   SUMMIT INC.

                                  (as Borrower)

                            CREDIT AGRICOLE INDOSUEZ

                              and SOCIETE GENERALE

                         (as Lead Managers and Lenders)

   ADDENDUM N(DEGREE)1 TO THE BUYER CREDIT AGREEMENT SIGNED ON MARCH 31, 2001
   ---------------------------------------------------------------------------


                              (Hull n(degree) T31)









This addendum n(degree)1 (the "ADDENDUM") is entered into this day of August
31st, 2001

BETWEEN

SUMMIT INC., a wholly owned Subsidiary of Royal Caribbean Cruises Ltd. and a
company incorporated in Liberia and having its registered office at 80 Broad
Street, Monrovia, Liberia, represented by Bonnie Biumi, an officer being duly
authorized (the "BORROWER");

SOCIETE GENERALE, a SOCIETE ANONYME with a capital of EUR 529,060,522.50 and
registered number R.C.S. Paris B 552 120 222, of 29 boulevard Haussmann, 75009
Paris, France, represented by GEOFFREY D. FERRER ("SOCIETE GENERALE"); and

CREDIT AGRICOLE INDOSUEZ, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE
SURVEILLANCE with a capital of EUR 868,626,693 and registered number R.C.S.
Nanterre 304 187 701, of 9, quai du President Paul Doumer 92400 Courbevoie,
France, represented by SANDRINE BERGEROO-CAMPAGNE ("CREDIT AGRICOLE INDOSUEZ,"
and referred to together with SOCIETE GENERALE, as the "LENDERS" and
individually, each as a "LENDER").

WHEREAS

A.       A Buyer Credit was signed on March 31, 2001, (the "BUYER CREDIT
         AGREEMENT"), between the Borrower and the Lenders for the financing of
         one passenger cruise vessel having hull number T-31 (the "VESSEL") to
         be delivered on or about August 31, 2001.

B.       As per Article II of the Buyer Credit Agreement, any increase of the
         amount of the Credit is to be set out in an addendum to this Buyer
         Credit Agreement to be signed at the latest five (5) Banking Days
         before the Intended Delivery Date.

C.       As per Article II of the Buyer Credit Agreement, the Borrower has
         requested the financing of part of the Change Order amount.

D.       The Change Order amount for which the financing is required is EUR
         47,032,704.58 and its USD counter-value at the Forward Rate is USD
         47,474,812.00.

NOW THEREFORE, it is agreed as follows:

ARTICLE XXVI - AMOUNT OF THE CREDIT

The Article II of the Buyer Credit Agreement is modified by the following:

The Lenders shall make available to the Borrower a credit of a maximum amount of
US$ 326,738,412 (Three hundred twenty six million seven hundred thirty eight
thousand four hundred twelve) to enable it to pay to the Supplier up to 80% of
the Contract Price of the Vessel and part of the Change Order Amount.




ARTICLE II - LETTER CONTAINING A JOINT INTEREST MANDATE

In accordance with the terms of the letter containing the joint interest mandate
executed by the Borrower on 22 August 2001, a) the APPENDIX III - PART 1 of the
Buyer Credit Agreement is canceled and replaced by the APPENDIX I to this
Addendum and b) the Borrower and the Lenders hereby agree that in said letter
and said promissory notes, Credit Agreement (as defined therein) shall now refer
to the Buyer Credit Agreement as amended by this Addendum no. 1.

ARTICLE III - CONDITION SUBSEQUENT

In connection with issuance of certain legal opinions by Lenders' counsel, and
to accommodate the request of Lenders' counsel to clarify certain resolutions
previously adopted by the Board of Directors of the Borrower, the following
condition subsequent must be fulfilled within 15 days of the Delivery Date of
the Vessel:

The Borrower shall remit to the Lenders a certified confirmation that the board
of directors of Summit Inc., at its meeting held on September 7, 2001 ratified,
approved and confirmed the execution and delivery by the Borrower of two first
preferred Liberian ship mortgages on the Vessel in favor of each of Societe
Generale and Credit Agricole Indosuez, respectively, as partial security for the
obligations of the Borrower under the Buyer Credit Agreement.

All the words with capital initial letter used in the present Addendum shall
have the same meaning as defined in the Buyer Credit Agreement.

Made in three (3) originals, on August 31st,2001,

SUMMIT INC.                     SOCIETE GENERALE

by:/s/ BONNIE BIUMI             by: /s/ GEOFFREY D. FERRER
   ----------------------------     --------------------------------------

its: VP                          its: Attorney in Fact
     --------------------------       ------------------------------------


                                CREDIT AGRICOLE INDOSUEZ

                                by: /s/ S. BERGEROO
                                    --------------------------------------
                                its: charge d'affair
                                   --------------------------------------


                                      (II)




                                   APPENDIX I

            SPECIMEN OF A LETTER CONTAINING A JOINT INTEREST MANDATE
                 TO BE SENT BY THE BORROWER TO SOCIETE GENERALE

                                   SUMMIT INC.
                        C/O ROYAL CARIBBEAN CRUISES LTD.
                               1050 CARIBBEAN WAY
                              MIAMI, FLORIDA 33132

August 22nd, 2001


                                             SOCIETE GENERALE
                                             Tour Societe Generale
                                             17, cours Valmy
                                             92972 Paris-La Defense Cedex
                                             France

                                             Attention:  Mrs Isabelle Seneca

Dear Sirs,

We (hereinafter sometimes called the "MAKER") refer to the Buyer Credit
Agreement (hereinafter called the "CREDIT AGREEMENT") that we have signed with
your Bank and Credit Agricole Indosuez (hereinafter called the "LENDERS")
concerning the partial financing of the Vessel to be built by Chantiers de
l'Atlantique S.A. (the "SUPPLIER") under a Contract signed on March 16, 1998,
and modified by its amendment No 2 signed on February 19, 1999, (hereinafter
called the "CONTRACT"), for the supply of one passenger cruise Vessel having
Hull n(degree) T31 (hereinafter called the "VESSEL").

In accordance with Article V of the Credit Agreement, we are sending you
herewith:

one set of 17 Promissory Notes of principal marked PA 1 to PA 17 to the order of
SOCIETE GENERALE,

one set of 17 Promissory Notes of principal marked PB1 to PB17 to the order of
CREDIT AGRICOLE INDOSUEZ,

one set of 17 Promissory Notes of interest marked IA 1 to IA 17 to the order of
SOCIETE GENERALE,

one set of 17 Promissory Notes of interest marked IB1 to IB17 to the order of
CREDIT AGRICOLE INDOSUEZ.

These notes, (collectively, the "Promissory Notes," and individually, a
"Promissory Note") domiciled with SOCIETE GENERALE, are issued in accordance


                                     (III)



with Appendix II to the Credit Agreement, their amounts established in
accordance with the schedule issued by SOCIETE GENERALE acting on behalf of the
Lenders with their Maturity Date left in blank.

We hereby give you, SOCIETE GENERALE, acting in our name and on our behalf, the
following mandate:

when the drawing under said credit is made and when the Delivery Date of the
Vessel is known:

To insert the Maturity Date on each Promissory Note by reference to the Delivery
Date of the Vessel so that the first Promissory Note of principal of each set
and the first Promissory Note of interest of each set become due six months
after the date indicated in the said document, the subsequent Promissory Notes
of each set falling due at the end of each following successive half yearly
period.

To modify, if needed, in accordance with Article V of the Credit Agreement, the
amount entered on each Promissory Note of principal, replacing it with an amount
calculated by SOCIETE GENERALE so that the total of all Promissory Notes of
principal is equivalent to the amount drawn under the Credit Agreement, and each
Promissory Note is equal to 1/34 of the total amount of the Credit,

To modify, if needed, the amount of interest entered on each Promissory Note of
interest, replacing it with the actual amount of interest due and calculated on
the number of days in each 6 (six) months on the balance of principal not yet
repaid and so that the total amount of each set of Promissory Notes of interest
is the same,

To release the Promissory Notes to SOCIETE GENERALE (in the case of those to the
order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in the case of those
to the order of CREDIT AGRICOLE INDOSUEZ), against the Lenders' letter of
undertaking as per specimen in Appendix III, Part 2 of the Credit Agreement.

Upon the occurrence of any of the events specified below, to collect the
Promissory Notes from SOCIETE GENERALE (in the case of those to the order of
SOCIETE GENERALE) and from CREDIT AGRICOLE INDOSUEZ (in the case of those to the
order of CREDIT AGRICOLE INDOSUEZ) and to modify such Promissory Notes as set
out below and to return such Promissory Notes to SOCIETE GENERALE (in the case
of those to the order of SOCIETE GENERALE) and to CREDIT AGRICOLE INDOSUEZ (in
the case of those to the order of CREDIT AGRICOLE INDOSUEZ):

         (i)      if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay part of the Credit, to modify the
                  Maturity Dates of the Promissory Notes of principal
                  corresponding to the prepaid installments to reflect the date
                  of prepayment; and to modify the amount entered on each
                  Promissory Note of interest whose Maturity Date occurs after
                  the date of prepayment to reflect the amount of interest
                  calculated on the basis of the outstanding amount of the
                  Credit after such prepayment;


                                      (IV)



         (ii)     if pursuant to the provisions of Article XII of the Credit
                  Agreement, we prepay all of the Credit, to modify the Maturity
                  Dates of all of the outstanding Promissory Notes of principal
                  to reflect the date of prepayment of the Credit;

         (iii)    if pursuant to the provisions of Article XIV or Article XV of
                  the Credit Agreement, the Promissory Notes are accelerated, to
                  modify the Maturity Dates on all of the outstanding Promissory
                  Notes of principal to reflect the date of acceleration of such
                  Promissory Notes; to modify the Maturity Dates on the next
                  maturing Promissory Notes of interest to reflect the date of
                  acceleration of such Promissory Notes; and to modify the
                  amount and the Maturity Date entered on two other Promissory
                  Notes, one issued in favor of SOCIETE GENERALE and the other
                  in favor of CREDIT AGRICOLE INDOSUEZ, so that the amount of
                  each such Promissory Note is equal to one half of the amount
                  of the COFACE premiums included in the Promissory Notes of
                  interest which have not been accelerated and to reflect that
                  the date of payment is the date of the accelerated Promissory
                  Notes.

The present mandate, given in the joint interest of the parties, is in
consequence irrevocable. It has been drawn up in accordance with the specimen
set out in Appendix III, Part 1 of the Credit Agreement, and may only be
modified with the written approval of the Lenders. Unless otherwise defined
herein, capitalized terms shall have the meanings attributed to them in the
Credit Agreement.

When the present mandate has been carried out, please inform us forthwith by
confirming that the above mentioned letter of undertaking has been received by
you and mailed to us.

All possible disputes resulting from this letter or from its implementation will
be dealt with in accordance with Articles XX and XXI of the Credit Agreement.

The Promissory Notes being delivered herewith have been executed and delivered
by the undersigned by and on behalf of the Maker as if each Promissory Note had
been acknowledged in the same manner and with the same force and effect as the
mandate given herewith.

                                               SUMMIT INC.

                                               By:
                                                   ---------------------------
                                               Bonnie S. Biumi
                                               Vice President and Treasurer



                                      (V)

EX-8.1

                                                                     EXHIBIT 8.1

                              LIST OF SUBSIDIARIES

         The following is a list of all our subsidiaries, their jurisdiction of
incorporation and the names under which they do business. This list does not
include any subsidiary that, in the aggregate, would not have been a
"significant subsidiary" as of December 31, 2001.

NAME                                             INCORPORATION
- ---------------------------------------------------------------------
Adventure of the Seas Inc.                       Bahamas
Blue Sapphire Marine Inc.                        Liberia
Celebrity Cruise Lines Inc.                      Cayman Islands
Celebrity Cruises Holdings Inc.                  Liberia
Celebrity Cruises Inc.,                          Liberia
doing business as Celebrity Cruises
Cruise Mar Investment Inc.                       Liberia
Cruise Mar Shipping Holdings Ltd.                Liberia
Enchantment of the Seas Inc.                     Liberia
Esker Marine Shipping Inc.                       Liberia
Explorer of the Seas Inc.                        Liberia
Fantasia Cruising Inc.                           Liberia
Grandeur of the Seas Inc.                        Liberia
Infinity Inc.                                    Liberia
Majesty of the Seas Inc.                         Liberia
Millennium Inc.                                  Liberia
Monarch of the Seas Inc.                         Liberia
Nordic Empress Shipping Inc.                     Liberia
Radiance of the Seas Inc.                        Liberia
Rhapsody of the Seas Inc.                        Liberia
Royal Caribbean Cruise Lines AS                  Norway
Royal Celebrity Tours Inc.                       Delaware
Seabrook Maritime Inc.                           Liberia
Sovereign of the Seas Shipping Inc.              Liberia
Summit Inc.                                      Liberia
Universal Cruise Holdings Limited                British Virgin Islands
Vision of the Seas Inc.                          Liberia
Voyager of the Seas Inc.                         Liberia
Zenith Shipping Corporation                      Liberia

EX-10.1

                                                                    EXHIBIT 10.1



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form F-3 (No. 333-56058) and Registration Statements on Form S-8
(No. 333-7288, No. 333-7290, No. 33-64326, No. 33-95224, No. 33-71956, No.
333-42070, No. 333-42072, No. 333-84980 and No. 333-84982) of Royal Caribbean
Cruises Ltd. of our report dated January 25, 2002, except for Note 3 which is as
of February 14, 2002, relating to the financial statements, which appears in
this Form 20-F.



PricewaterhouseCoopers LLP


Miami, Florida
April 8, 2002