AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment")among Allure of the Seas Inc., a Liberian corporation (the "Borrower"), Royal Caribbean Cruises Ltd., a Liberian corporation (the "Guarantor" and, together with the Borrower, the "Loan Parties"), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the "Lenders"), and Skandinaviska Enskilda Banken AB (publ), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.

PRELIMINARY STATEMENTS:

(1)       The Loan Parties, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of March 15, 2010 (the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(3)      The Loan Parties have requested and the Required Lenders have agreed that the Credit Agreement be amended, upon the terms and subject to the conditions set forth herein, and Finnvera has consented to such amendment.

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

SECTION 1. Amendment. Effective as of the date hereof, Schedule I of the Credit Agreement is hereby amended and restated in full to read as set forth in Exhibit A hereto.

SECTION 2. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, (i) Finnvera has consented to this Amendment and delivered a duly authorized and executed signature page to the Administrative Agent or its counsel evidencing such consent and (ii) the Loan Parties and the Required Lenders have delivered a duly authorized and executed signature page to this Amendment to the Administrative Agent or its counsel.

SECTION 3. Reference to and Effect on the Loan Documents. (a) On and after the Restatement Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes, the Pledge Agreement and the Finnvera Guarantee to "the Credit Agreement", "thereunder", "thereof" 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 and the Finnvera Guarantee, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are 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, Finnvera or the Administrative Agent under the Credit Agreement or the Finnvera Guarantee or constitute a waiver of any provision of the Credit Agreement or the Finnvera Guarantee.

SECTION 4. Costs and Expenses. The Guarantor agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Lenders and Finnvera in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 12.3 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.

ALLURE OF THE SEAS INC., as Borrower

By: /s/ Antje M. Gibson

Title: Vice President and Treasurer

ROYAL CARIBBEAN CRUISES LTD., as Guarantor

By: /s/ Antje M. Gibson

Title: Vice President of Treasury

SKANDINAVISKA ENSKILDA BANKEN AB (publ), as Administrative Agent

By: /s/ David Lockie

Title: Legal Counsel

By: /s/ Egil Aarrestad

Title: Senior Client Executive

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender

By: /s/ David Lockie

Title: Legal Counsel

By: /s/ Egil Aarrestad

Title: Senior Client Executive

NORDEA BANK FINLAND, NEW YORK BRANCH, as Lender

By: /s/ Colleen Durkin

Title: First Vice President

By: /s/ Martin Lunder

Title: Senior Vice President

FORTIS BANK SA/NV, as Lender

By: /s/ Tim Lamey

Title: Head of Nordic ECA origination

By: /s/ Michel Froidebise

Title: Executive Director Nordic origination

CITIBANK EUROPE PLC, as Lender

By: /s/ Chris Perrins

Title: Vice President

Referring to Clause 4.10 of the General Conditions for Buyer Credit Guarantees, dated 1 March 2004 (the "General Conditions "), applicable to the Finnvera Guarantee, Finnvera hereby, without prejudice to Clause 4.2 of the General Conditions, gives its consent to this Amendment to the Credit Agreement.

FINNVERA PLC

By: /s/ Tuukka Andersen

Title: Vice President

By: /s/ Tiina Tuominen

Title: Senior Legal Counsel

Exhibit A

to Amendment No. 1 to the Credit Agreement

SCHEDULE I

DISCLOSURE SCHEDULE

     Item 6.9 (b): Vessels

   Item 6.10: Subsidiaries