Item 1.01 Entry into a Material Definitive Agreement

On December 22, 2021, Royal Caribbean Cruises Ltd. (the "Company," "our" and "we") entered into amendments to all of our existing export credit facilities for our delivered and undelivered ships (the "ECA Facility Amendments") to modify the financial covenants to more closely align with those under our existing non-export credit facilities, including (i) revising the calculation of operating cash flow for purposes of testing the fixed charge coverage ratio for each of the first three quarters by annualizing net cash from operating activities from the then-completed quarter(s) beginning with the fourth quarter of 2022, (ii) aligning the net debt to capitalization ratio with our non-export credit facilities, where applicable, and (iii) aligning the calculation of stockholders' equity with our non-export credit facilities, where applicable, through at least the third quarter of 2025, subject to certain exceptions. In addition, the ECA Facility Amendments permit undrawn loan commitments to be considered for the purposes of satisfying the minimum liquidity covenant under the export credit facilities beginning on October 1, 2022. The ECA Facility Amendments also extend the most-favored lender terms in each of the export credit facilities until at least the fourth quarter of 2022 or, if later, the repayment of all amounts that have been deferred under our export credit facilities.

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

The foregoing description of the ECA Facility Amendments is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendments, copies of which are filed herewith as Exhibits 10.1 to 10.25 and are incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits.



(d)  Exhibits



   10.1     Amendment No. 7 in connection with the Credit Agreement in respect of
          Odyssey of the Seas - Hull S-713, dated as of December 22, 2021, between
          Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank
          GmbH, and the banks and financial institutions listed therein as
          mandated lead arrangers.




   10.2     Amendment No. 9 in connection with the Credit Agreement in respect of
          Quantum of the Seas - Hull S-697, dated as of December 22, 2021, between
          Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank
          GmbH, and the banks and financial institutions listed therein as
          mandated lead arrangers.




   10.3     Amendment No. 9 in connection with the Credit Agreement in respect of
          Anthem of the Seas - Hull S-698, dated as of December 22, 2021, between
          Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank
          GmbH, and the banks and financial institutions listed therein as
          mandated lead arrangers.




   10.4     Amendment No. 6 in connection with the Credit Agreement in respect of
          Ovation of the Seas - Hull S-699, dated as of December 22, 2021, between
          Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank
          GmbH, and the banks and financial institutions listed therein as
          mandated lead arrangers.




   10.5     Amendment No. 6 in connection with the Credit Agreement in respect of
          Spectrum of the Seas - Hull S-700, dated as of December 22, 2021,
          between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW
          IPEX-Bank GmbH, and the banks and financial institutions listed therein
          as mandated lead arrangers.




   10.6     Amendment No. 4 in connection with the Credit Agreement in respect of
          Hull S-719, dated as of December 22, 2021, between Royal Caribbean
          Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.




   10.7     Amendment No. 4 in connection with the Credit Agreement in respect of
          Hull S-720, dated as of December 22, 2021, between Royal Caribbean
          Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.










   10.8     Amendment No. 6 in connection with the Credit Agreement in respect of
          Celebrity Reflection - Hull S-691, dated as of December 22, 2021,
          between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW
          IPEX-Bank GmbH.




   10.9     Amendment No. 6 in connection with the Credit Agreement in respect of
          Celebrity Equinox - Hull S-676, dated as of December 22, 2021, between
          Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW
          IPEX-Bank GmbH.




   10.10     Amendment No. 6 in connection with the Credit Agreement in respect of
           Celebrity Eclipse - Hull S-677, dated as of December 22, 2021, between
           Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW
           IPEX-Bank GmbH.




   10.11     Amendment No. 6 in connection with the Credit Agreement in respect of
           Celebrity Silhouette - Hull S-679, dated as of December 22, 2021,
           between Royal Caribbean Cruises Ltd., the lenders party thereto, and
           KfW IPEX-Bank GmbH.




   10.12     Amendment No. 6 in connection with the Credit Agreement in respect of
           Celebrity Solstice - Hull S-675, dated as of December 22, 2021, between
           Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank
           GmbH, and the banks and financial institutions listed therein as
           mandated co-lead arrangers.




   10.13     Amendment No. 4 in connection with the Credit Agreement in respect of
           Icon 1 - Hull 1400, dated as of December 22, 2021, between Royal
           Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH,
           BNP Paribas Fortis SA/NV, and the banks and financial institutions
           listed therein as mandated lead arrangers.




   10.14     Amendment No. 4 in connection with the Credit Agreement in respect of
           Icon 2 - Hull 1401, dated as of December 22, 2021, between Royal
           Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH,
           BNP Paribas Fortis SA/NV, and the banks and financial institutions
           listed therein as mandated lead arrangers.




   10.15     Amendment No. 3 in connection with the Credit Agreement in respect of
           Icon 3 - Hull 1402, dated as of December 22, 2021, between Royal
           Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank
           GmbH.




   10.16     Amendment No. 7 in connection with the Credit Agreement in respect of
           Oasis of the Seas - Hull 1363, dated as of December 22, 2021, between
           Royal Caribbean Cruises Ltd., the lenders party thereto, and BNP
           Paribas Fortis SA/NV.




   10.17     Amendment Agreement in connection with the Credit Agreement in
           respect of Symphony of the Seas - Hull B34, dated as of December 22,
           2021, between Royal Caribbean Cruises Ltd., the lenders party thereto,
           Citibank N.A. London Branch, Citibank Europe PLC, and the banks and
           financial institutions listed therein as mandated lead arrangers.




   10.18     Amendment Agreement in connection with the Credit Agreement in
           respect of Celebrity Edge - Hull J34, dated as of December 22, 2021,
           between Royal Caribbean Cruises Ltd., the lenders party thereto,
           Citibank N.A. London Branch, SMBC Bank International PLC, Citibank
           Europe PLC UK Branch, and the banks and financial institutions listed
           therein as mandated lead arrangers.




   10.19     Amendment Agreement in connection with the Credit Agreement in
           respect of Celebrity Apex - Hull K34, dated as of December 22, 2021,
           between Royal Caribbean Cruises Ltd., the lenders party thereto,
           Citibank N.A. London Branch, SMBC Bank International PLC, Citibank
           Europe PLC UK Branch, and the banks and financial institutions listed
           therein as mandated lead arrangers.




   10.20     Amendment Agreement in connection with the Credit Agreement in
           respect of Hull A35 at Chantiers de L'Atlantique S.A., dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Palmeraie
           Finance Limited, the lenders party thereto, Citibank Europe PLC UK
           Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch,
           HSBC Continental Europe, and the mandated lead arrangers party
           thereto.










   10.21     Amendment Agreement in connection with the Credit Agreement in
           respect of Hull C34 at Chantiers de L'Atlantique S.A., dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Hibisyeu
           Finance Limited, the lenders party thereto, Citibank Europe PLC UK
           Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch,
           HSBC Continental Europe, SMBC Bank International PLC, and the other
           banks and financial institutions listed therein.




   10.22     Amendment Agreement in connection with the Credit Agreement in
           respect of Hull L34 at Chantiers de L'Atlantique S.A., dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Hoediscus
           Finance Limited, the lenders party thereto, Citibank Europe PLC UK
           Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch,
           HSBC Continental Europe, SMBC Bank International PLC, and the other
           banks and financial institutions listed therein.




   10.23     Amendment Agreement in connection with the Credit Agreement in
           respect of Hull M34 at Chantiers de L'Atlantique S.A., dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Houatorris
           Finance Limited, the lenders party thereto, Citibank Europe PLC UK
           Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch,
           HSBC Continental Europe, SMBC Bank International PLC, and the other
           banks and financial institutions listed therein.




   10.24     Amendment Agreement in connection with the Credit Agreement in
           respect of Harmony of the Seas - Hull A34 (EUR Facility), dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Société
           Générale, the lenders party thereto, and the banks and financial
           institutions listed therein as mandated lead arrangers.




   10.25     Amendment Agreement in connection with the Credit Agreement in
           respect of Harmony of the Seas - Hull A34 (USD Facility), dated as of
           December 22, 2021, between Royal Caribbean Cruises Ltd., Société
           Générale, the lenders party thereto, and the banks and financial
           institutions listed therein as mandated lead arrangers.

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