AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.9

EXECUTION COPY

AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT

Dated as of November 19, 2010

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Borrower”), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the “Lenders”), and Nordea Bank Finland plc (“Nordea”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of November 19, 2010 as (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower has requested and the Required Lenders have agreed that the Credit Agreement be amended upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent referred to in Section 2 hereof, the Credit Agreement is hereby amended by restating clause (a) of Section 6.2.2 in full to read “Indebtedness secured by Liens of the type described in Section 6.2.3 and Existing Debt”.

SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on and as of the date first above written (the “Effective Date”) when, and only when each of the Borrower and the Required Lenders has delivered a duly authorized and executed signature page to this Amendment to the Administrative Agent or its counsel.

SECTION 3. Reference to and Effect on the Loan Documents. (a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

(b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or constitute a waiver of any provision of the Credit Agreement.

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SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, the Credit Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.3 of the Credit Agreement.

SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

ROYAL CARIBBEAN CRUISES LTD.
By:		/s/ Xxxxx Xxxxxx
Title:		Vice President, Treasury

Agreed as of the date first above written:

NORDEA BANK FINLAND PLC, NEW YORK BRANCH

as Administrative Agent and as Lender

By		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		First Vice President
By		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Senior Vice President
DNB NOR BANK ASA
By		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Senior Vice President
By		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		First Vice President
CITIBANK, N.A.
By		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

RCCL CREDIT AGREEMENT AMENDMENT NO.1

BANK OF AMERICA, N.A.
By		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Senior Vice President
BNP PARIBAS
By		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President
By		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Title:		Vice President
XXXXXXX SACHS BANK USA
By		/s/ Xxxxxx Xxx
		Name:		Xxxxxx Xxx
		Title:		Authorized Signatory
MIZUHO CORPORATE BANK, LTD.
By		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Deputy General Manager
XXXXXX XXXXXXX BANK, N.A.
By		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Authorized Signatory
SKANDINAVISKA ENSKILDA XXXXXX XX
By		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Head of Shipping Finance

RCCL CREDIT AGREEMENT AMENDMENT XX.0

XXX XXXX XX XXXX XXXXXX
By		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Managing Director

RCCL CREDIT AGREEMENT AMENDMENT NO.1