EXECUTION COPY
July 2, 1997
Archinav Holdings, Inc.
95 Akti Miaouli
GR 185 38 Piraeus
Attn: M. G. Skordias
Overseas Cruiseship, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Gentlemen:
As you are aware, A Xxxxxxxxxx AS ("AWILCO") and Cruise
Associates ("CA") currently own 24,760,950 and 25,390,950 shares
of Royal Caribbean Cruises Ltd. (the "Company"), respectively, or
approximately 38.8% and 39.8% of the shares of Common Stock of
the Company now issued and outstanding. As you are aware, AWILCO
and CA have been furnished copies of the Stock Purchase
Agreement, dated as of July 2, 1997, among the Company, Celebrity
Cruise Lines, Inc. and you (the "Agreement"). Terms defined in
the Agreement shall have like meanings when used herein, unless
the context otherwise requires.
To induce you to enter the Agreement and to effectuate the
provisions of Section 5.11 thereof for the period, and subject to
conditions, therein provided, each of AWILCO and CA agrees to
vote the shares of Common Stock then owned by it to elect the
person or persons nominated by one or both of the Stockholders to
the Company's Board of Directors.
Please acknowledge receipt of this letter by signing and
returning the enclosed copy hereof.
Very truly yours,
X. XXXXXXXXXX, AS.
By: s/______________________________
Name:
Title
CRUISE ASSOCIATES
By: CET Investment Group,
a general partner
By: CIRC Trust Company
(Bahamas) Limited, as
Trustee of Settlement
T-577, a general partner
By: s/_________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Manager, Trust
Department
Receipt acknowledged as of
the date above written.
Archinav Holdings, Inc.
By: s/________________________________
Name:
Title:
Overseas Cruiseship, Inc.
By: s/_________________________________
Name:
Title:
