November 11, 2018

Emily Deach Acting Borough Manager Skagway, Alaska [email protected]

Re: RCL Interest to Invest in Upgrade of Skagway

Dear Emily:

This letter confirms that Royal Caribbean Cruises, Ltd (“RCL”) is interested to enter into a series of discussions with the Port and City of Skagway, Alaska to discuss the range of topics outlined in your RFI memo of August 29, 2018.

We are open to explore and perhaps guide your team in understanding how your goals could be addressed, drawing on our experience and expertise, possibly leading to RCL’s involvement in your port and waterfront as a long-term financial partner and operator. If there is an opportunity for our company to become involved in the destination, either unilaterally or in some appropriate venture with other parties, we are interested to explore what are the goals, steps and possible timing to such an outcome.

An RCL executive delegation met with local authorities in an Alaskan visit earlier this year. I myself visited Skagway for the umpteenth time on a Celebrity Cruise ship with my family in August, 2018. RCL views Skagway as an integral component of the “Alaska Cruise” itinerary, today and likely forever.

We understand that you have an environmental remediation situation at the dock and you place a priority on resolving that. If we become involved, we will be pleased to place that initiative at the top of the list and will work with you to eliminate that hazard.

On the other topics outlined in your RFI, we venture that RCL is the most likely candidate to provide assistance, ideas, collaboration, investment capital and operational management to appropriately address those matters. Our sense from the RFI is that you are at this moment looking for expression of interest rather than conclusive recommendations. At your request, we would organize with our various skilled consultants and collaborators a detailed proposal as appropriate. We understand that your waterfront is still tied up under the remaining years of a long-term lease to White Pass, so you may only be expiring possible alternatives to consider at this time.

You may be aware that RCL is by far the leading developer and operator of cruise facilities worldwide. We have developed or privatized more port facilities than all the other

concessionaires combined, and we have an enormous pipeline of works in progress in all the major cruise operating theaters of the world. We enclose some information and examples of past projects that we had recently prepared for an RFQ in San Juan Puerto Rico.

Our track record and success are a result of our flexibility in our approach: we listen carefully to the goals of the government or port authority in each situation, then either respond to the approach proposed or if requested, offer advice on an appropriate way to make things happen in the desired direction. In most of our projects, we work with collaborators on design, engineering, legal matters, capital investment and operations. We have completed every project we have undertaken on time and budget. All of our port concessions generate positive cash flow and most have repaid debt financing and equity recovery earlier than forecast.

We work with both “active” port authorities and “landlord” port authorities. We have partnered with MSC cruises and Costa Cruises on numerous projects, and we have partnered extensively with the two primary private port operators, Global Ports of Turkey and Costa Maya group of Mexico, as well as numerous other private parties. Our primary objective in participating in port expansions and developments is to gain a long-term preferential right for one berth that can accommodate our state-of-the-art ships in a complimentary manner for guest experience. Many other cruise lines use the ports we create and manage, and we welcome them for the economic return from their usage.

In the past few years, RCL “advised” the central government of Japan on best practices for cruise port investment and operations leading to new legislation in Japan that promotes and encourages cruise line-port authority collaboration to create dedicated cruise facilities. RCL is now advancing 4 such port redevelopments with 4 port authorities in Japan. Carnival group and Genting cruises also submitted proposals and they are each advancing two ports as well.

Note we are not giving you a specific “proposal” for your town’s port facilities but to our understanding there are still numerous years left on the current operating concession. It is not so clear what is the environment or timing for a change of direction in Skagway. Our intent is to express our sincere interest to help and possibly participate whenever the opportunity is available in Skagway cruise port. Sincerely, .

John F. Tercek Vice President, Commercial Development Royal Caribbean Cruises Ltd

PORT OF SKAGWAY, ALASKA

Request for Information (RFI)

TABLE OF CONTENTS Executive Summary ...... 3 Part 1: Background & Team Information ...... 4 1.1 | Description of Team ...... 4 Commercial Development Team...... 4 Royal Caribbean Cruises Ltd...... 4 OVERALL MANAGEMENT STRUCTURE ...... 8 1.2 | Resumes ...... 11 Part 2: Financial Capabilities ...... 14 2.1 | Financial Capacity of Team ...... 14 2.2 | Ability to Raise Financing ...... 17 2.3 | Letters of support from financing institutions ...... 21 Credit Agreement #1 for $1.2 Billion ...... 21 Credit Agreement #2 for $1.4 Billion ...... 22 Part 3: Technical & Operational Capabilities ...... 23 3.1 | Design & Construction Capabilities ...... 23 RCL Cruise Terminal Transactions ...... 23 3.2 | Cruise Terminal Operations ...... 26 The number and size of past or current cruise terminals under operation ...... 27 Track record of successful operations ...... 28 Demonstrated ability to grow patronage of cruise terminals ...... 29 3.3 | Open Access...... 29 Berthing Allocations & Competing Cruise Lines ...... 29 Fair Treatment of Cruise Lines...... 29 Fair & Non-discriminatory Operations ...... 30 3.4 | Facilities Maintenance & Rehabilitation ...... 30 Dredging ...... 30 Land Reclamation & Land Removal ...... 30

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Construction of pile supported cruise pier with rock sockets ...... 30 RoRo Berth Construction ...... 30 Coral relocation & monitoring ...... 31 Part 4 Attachments ...... 31 4.1 | Comparable Projects:...... 31 Design and build/construction of cruise berthing terminal ...... 31 4.2 | References ...... 33 Sumitomo Mitsui Banking Corporation ...... 33

PORT AUTHORITY OF JAMAICA | Falmouth, Jamaica ...... 33

Falmouth Land Company Limited | FALMOUTH, JAMAICA ...... 33 Puerto de Cruceros y Marina de Las Islas de La Bahia, S.A. | Roatan, Honduras ...... 33 4.3 | D&C Case Studies ...... 34 Miami Cruise Terminal A | Miami, FL ...... 34 Falmouth Jamaica Land Company | Falmouth, Jamaica ...... 36 Puerto de Cruceros y Marina de Las Islas de La Bahia | Roatan, Honduras ...... 39 4.4 | Operational Case Studies ...... 42 Cape Liberty Cruise Port, LLC located | Bayonne, New Jersey ...... 42 4.5 | Financing Case Studies ...... 45 Miami Cruise Terminal A | Miami, FL ...... 45 Falmouth Jamaica Land Company | Falmouth, Jamaica ...... 46

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EXECUTIVE SUMMARY

Royal Caribbean Cruise Ltd. (RCL) is pleased to submit the Request for Information (RFI) to the Acting Borough Manager, Emily Deach. This RIF is intended to demonstrate how RCL’s prior accomplishments in port development is relevant to the proposed scope to repair, expand, finance, maintain and to transform the water’s edge cruise terminals for economic and social benefit in the Skagway region.

RCL has extensive experience working with both private and public partners to design and construct megaship capable ports across the globe. Over the years we have leveraged an array of creative financing schemes to build a portfolio of profitable port investments.

Our involvement in the Skagway Cruise Terminals will result in improving its current cruise facilities that will differentiate Skagway from all other Alaska ports. The broad knowledge gained in over 20 years of designing, financing and building ports, makes us a qualified candidate for this project.

We have expanded piers to accommodate mega class ships, designed and built terminals to accommodate higher volume of guests, and worked with governments and partners around the world to make it all happen. We will consider forming a consortium with other qualified applicants before the Request for Proposals process.

We thank the Municipality of Skagway for their consideration and look forward to the opportunity to participate in the Request for Proposals process.

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PART 1: BACKGROUND & TEAM INFORMATION

1.1 | Description of Team Commercial Development Team The Commercial Development team at Royal Caribbean Cruises Ltd. (RCL) identifies, plans, designs, finances, and contracts to operate ports worldwide as a profit driven business. Over the last 20 years RCL has built a portfolio of over 20 ports with a value exceeding $1 Billion.

While some investments have been 100% RCL owned, the majority involve ventures with other partners. RCL’s Commercial Development’s familiarity working with both private and public partners, has resulted in value creation for RCL, its partners, and the people of these communities.

RCL operates the largest cruise vessels in the world and has more on order. The need for facilities to accommodate the size and capacity of these vessels has given RCL’s Commercial Development team extensive experience in planning, designing, financing, constructing and managing operations of today’s megaship capable cruise port terminals.

The team has intimate knowledge designing optimal terminals to maximize guest throughput and experience. The implementation of state of the art technology, like facial recognition to speed up guest check-in at the Port in Bayonne, is just one example of RCL’s innovative approach to improving check-in time and experience at the terminal.

Our projects often include retail, food & beverage, attractions, and aesthetic upgrades that generate incremental revenue streams and improve the ports look and desirability. This also creates jobs for the locals that operate these business.

Royal Caribbean Cruises Ltd. RCL was founded in 1968 and is headquartered in Miami, Florida.

RCL owns and operates 60 cruise ships valued at approximately $30 billion with annual gross revenues exceeding $7 billion.

RCL is comprised of six distinctive companies that share a vision anchored in excellence. The six companies employ 65,000 people from over 120 countries who have served more than 50 million guests for 50 years. We look forward to extending our warm hospitality and delivering extraordinary experiences to every guest who sails with us.

RCL operates cruises under the following brands: Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises. The Royal Caribbean International brand provides itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the

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Caribbean, Europe, the Panama Canal, and New Zealand with cruise lengths that range from 2 to 23 nights. The Celebrity Cruises brand offers itineraries to destinations, such as Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, the Galapagos Islands, Hawaii, India, New Zealand, the Panama Canal, and South America with cruise lengths ranging from 2 to 19 nights. The Azamara Club Cruises brand offers cruise itineraries ranging from 4 to 21 nights to destinations, including Asia, Australia/New Zealand, Northern and Western Europe, the Mediterranean, Central and North America, and the less-traveled islands of the Caribbean. The company operates in over 540 destinations.

We have a common passion for creative thinking, innovative engineering and outstanding guest service that drives continuous improvement in everything we do. The entire Royal Caribbean family is committed to the legacy of hospitality and culture of innovation that is at the core of our guest service, the protection of our natural environment and responsible citizenship in our global community.

OUR VISION We dream at RCL We look beyond the now, sensing and feeling and intuiting what could be. As a company and as individuals, we feel compelled to ask this question: What if? What if we could build an ice rink on a cruise ship? What if we could blow glass at sea? What if we could take people to places they never thought they’d see? What if?

More than 40 years ago, we set out to create ships that astound and experiences that amaze. The road from dream to reality has been filled with hypothesis and experiment, reconsideration and revision, satisfaction and success.

OUR HISTORY 2018 - RCL officially completes its stake in Silversea Cruises, the industry leader for ultra-luxury cruising. Now, Royal Caribbean Cruises will call to over 1,000 destinations on all seven continents to bring its guests both luxury and added enhancements to their vacations.

2018 - RCL acquires a 66.7% equity stake in privately-owned Silversea Cruises. Silversea, with its intimate, all-suite ships, offers sailings to more than 1,000 global destinations. The Monaco- based cruise line not only adds an ultra-luxury brand to RCL’s lineup, but also diversifies its portfolio and expedition offerings. Together, Royal Caribbean CEO Richard Fain and Manfredi Lefebvre Chairman of Silversea plan on bringing together bold, long-term visions for the cruise industry’s future.

2018 - Silversea Cruises' Executive Chairman, Manfredi Lefebvre, and RCL's Chairman and CEO, Richard D. Fain, ink RCL's investment in Silversea Cruises. [Type here] 5

2018 - Royal Caribbean International launches Symphony of the Seas – its fourth Oasis-Class ship and 25th vessel in the Royal Caribbean International fleet. She is the first in her class to feature the new Ultimate Family Suite: A two-level, 1,346-square-foot suite filled with awesome thrills. Features include an in-room slide, a private cinema with an 85-inch HD TV, a floor-to- ceiling LEGO wall, a 212-square-foot balcony complete with table tennis and a full-size whirlpool. Complete with a Royal Genie, who caters to every whim, there are many more surprises awaiting guests along the way.

2016 - Royal Caribbean International launches world’s largest cruise ship Harmony of the Seas, featuring The Ultimate Abyss. Beginning on Deck 16 and ending on Deck 6, it’s a nine-deck drop (in a nod to the superstitious, there is no Deck 13 on Harmony). That makes it by far the tallest slide at sea. Filled with LED lights and graffiti artwork designed to create a starry night and twister effect, and spinning around on itself several times, it’s a first-of-its-kind for Royal Caribbean and the cruise industry.

2015- Anthem of the Seas, part of the Quantum class, features the RipCord by iFLY skydiving simulator, SeaPlex, an activities space that’s a real game changer, bumper cars, a roller rink, circus school and Quantum’s signature attraction, the North Star, an observation capsule providing water views from 300 feet.

2014 - Quantum of the Seas debuted (first ship to offer simulated skydiving and an observation capsule providing water views from 300 feet).

2013 - Celebrity Cruises completed a five-ship expansion with the launch of Celebrity Solstice and her four sister ships.

2010 - New generation of cruise ship innovations brought to market with inauguration of world’s largest cruise ships (Oasis of the Seas and Allure of the Seas) featuring an open-air Central Park, Boardwalk carousel and Aqua Theater.

2008 - World’s largest cruise ship launched (Freedom of the Seas) followed by her two sister ships, featuring industry’s first onboard surfing simulator.

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2007 - Azamara Club Cruises brand introduced featuring exotic destinations in Antarctica and South America.

2004 - Mega-yacht begins cruising the Galapagos Islands with launch of Celebrity Xpedition.

2003 - World’s largest cruise ship launched (Voyager of the Seas) followed by her four sister ships, unveiling the world’s first ice-skating rink, rock-climbing wall and horizontal atrium on a cruise ship.

2002 - Celebrity completes launch of four new ships starting with the Celebrity Millennium in three years (now consistently recognized as a top 10 among large ships by Condé Nast Traveler).

1998 - Royal Caribbean International’s six Vision Class “Ships of Light” vessels introduced (featuring nearly two acres of glass windows).

1997 - Celebrity Cruises fleet acquired featuring Celebrity Century, Celebrity Galaxy and Celebrity Mercury.

1993 - RCL (RCL) traded on NYSE.

1988 - We launch the world’s first “megaship,” Sovereign of the Seas, which boasts a five-deck Centrum with glass elevators, sweeping staircases and fountains in marble pools.

1985 - RCL (RCL) organized on July 23.

1970 - Industry’s first ship built for warm-weather cruising introduced.

1970 - first-cruise-ship

1968 - Royal Caribbean International founded

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OVERALL MANAGEMENT STRUCTURE Organization

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Key Personnel, Roles, & History

Key Personnel Position Role History/Experience 20+ Years V.P. Commercial Leads strategy, structure, and John Tercek DBFOM Development RCL partnerships

AVP Commercial Directs teams efforts in design 17+ Years Miguel Reyna Development RCL and implementation DBFOM Leads management of cruise Capt. Thomas A. Director of Operations terminal operations and 5+ Years OM Hinderhofer finances 35+ Years DB Supervises project David Whelpley Landsite Developer & General development and contractors Contractor Manages port operations, Terminal Operations Michael R. Fettes round handling, facilities 2+ Years M Manager maintenance and management Manages On-site Local San Juan QB Construction General Contractor Construction/Contractors Business Ray Architects Local San Juan Architect/Engineers Drawings, Renderings Engineers Business

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Description & Qualifications for Key Roles - Director of Operations - Exceptional leadership skills with experience in cruise terminal management and a strong background in finance and operations.

- Terminal Operations Manager - Prior experience managing port operations and ground handling. Must have intuitive knowledge of facilities maintenance and management.

- Terminal Specialist of Technical Operations - Experience in facility operation with general trade experience in electrical and mechanical engineering, and general carpentry experience.

- Operations Administrator - Strong communication and organizational skills with general knowledge of terminal operations and office management. Must have the ability to maintain accurate and timely terminal vessel schedules and office records.

- Lead of Terminal Security Operation - Former military or law enforcement experience required. Must be familiar with terminal operations and a subject matter expert in USCG MTSA.

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1.2 | Resumes

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PART 2: FINANCIAL CAPABILITIES

2.1 | Financial Capacity of Team Auditors: PricewaterhouseCoopers LLP Address: 333 S.E. Second Avenue, Suite 3000, Miami, FL 33131 Phone: (305) 494-4325 Contact Name: Deborah Pena, PwC | Senior Manager

Financial Highlights | Royal Caribbean Cruises Ltd. Dollars in Millions, Except per Share Data 2017 2016 2015 2014 Total Revenues $8,778 $8,496 $8,299 $8,074 Adjusted Net Income 1 $1,625 $1,315 $1,065 $756 Adjusted Earnings Per Share (diluted) 1 $7.53 $6.08 $4.83 $3.39

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Total Shareholders’ Equity $10,702 $9,121 $8,063 $8,284 1 Reconciliation to U.S. GAAP

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2.2 | Ability to Raise Financing

New York, June 18, 2018 -- Moody's Investors Service ("Moody's") upgraded Royal Caribbean Cruises Ltd.'s senior unsecured rating to Baa2 from Baa3 and assigned a P-2 rating to the company's planned $1.15 billion commercial paper program. The rating outlook is stable.

"The upgrade to Baa2 reflects Moody's expectation that Royal Caribbean will benefit from strong booking trends, increased onboard spending and the introduction of new ships which will enable the company to maintain leverage below 3.5x," stated Pete Trombetta, Moody's lead lodging and cruise analyst. "The upgrade also reflects the company's improved liquidity position, including reduced outstandings under its committed revolving credit facilities," added Trombetta. The P-2 commercial paper rating reflects RCL's adequate liquidity, supported by its strong free cash flow generation which is sufficient to cover debt maturities over the next 24 months. Constraining the company's liquidity profile is the large cash outflows related to new ship deliveries which cause spikes in capital expenditures throughout the year. RCL also has a $1.4 billion revolver due 2020 and a $1.2 billion revolver due in 2022 (combined outstandings of about $700 million at March 31, 2018). The revolvers do not require a material adverse change representation at borrowing, but do contain financial covenants which we expect will maintain ample headroom.

Upgrades:

..Issuer: Royal Caribbean Cruises Ltd.

....Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2 from Baa3 Outlook Actions:

..Issuer: Royal Caribbean Cruises Ltd.

....Outlook, Remains Stable Assignments:

..Issuer: Royal Caribbean Cruises Ltd.

....Senior Unsecured Commercial Paper, Assigned P-2 RATINGS RATIONALE

Royal Caribbean Cruises Ltd.'s (RCL) credit profile benefits from its solid market position as the second largest global ocean cruise operator based upon capacity and revenue which

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acknowledges the strength of its brands. RCL is well diversified by geography, brand, and market segment. We expect RCL's debt/EBITDA will remain in line with its stated leverage target of between 3.0x and 3.5x. We anticipate that RCL will borrow to fund share repurchases and new ship deliveries but only to the extent that leverage remains in line with its target.

The company, along with all cruise lines, benefits from capacity expansion that will remain at a rational level as a result of supply constraints and that the value proposition of a cruise vacation will support continued penetration of the vacation market by cruise operators. Key credit risks include the highly seasonal and capital intensive nature of cruise companies and the cruise industry's moderate exposure to economic and industry cycles.

The stable outlook acknowledges that we expect RCL to maintain leverage below 3.5x over the next 12 to 18 months with EBITA/interest improving to above 6.0x as it absorbs the Silversea transaction and refinances that company's high priced debt.

RCL has an adequate liquidity profile reflecting Moody's expectation that its internal cash flow, cash balances, committed ship loans, and revolving credit facilities, will cover maintenance capital spending, ship progress payments, dividends, and mandatory debt amortization of its ship loans. We estimate that RCL will generate sufficient free cash flow in 2018 to cover its mandatory ship loan amortization payments and debt service needs. Although not presently of significant concern, RCL's cash flows would decline if the degree of exemption from tax on U.S. source income were to decline. RCL maintains access to a $1.4 billion committed revolver that expires in 2020 as well as a $1.2 billion revolver that expires in August 2022. RCL paid down its revolver outstanding in 2017 and at March 31, 2018 had about $2.0 billion of availability under its revolvers. As an alternate source of liquidity, RCL's ships that are unencumbered could be used to raise cash through new secured borrowings. However, we do not assume that this will occur. Additionally, while unencumbered ships could be sold, the secondary market for cruise ships is limited.

RCL is planning a $1.15 billion commercial paper program (rated Prime-2) that will be used for general corporate purposes and is fully backed by the company's revolving credit facilities. Moody's anticipates RCL will maintain sufficient availability under its $2.6 billion of revolver commitments to cover the commercial paper program and about 25% of borrowings for general purposes. The revolver allows for same day availability and contains no material adverse change representation at time of borrowing. The company's revolving credit facilities are subject to two financial covenants, fixed charge coverage of at least 1.25x and net debt/capital of less than 62.5%, with good headroom.

Ratings could be upgraded should RCL reduce and maintain debt/EBITDA below 2.5x and improve EBITA/interest expense above 8.0x. Ratings could be downgraded if debt/EBITDA

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increased to above 3.5x or EBITA/interest was sustained below 6.0x. Any deterioration in liquidity could also cause rating pressure.

RCL is a global vacation company that, post-closing of the Silversea transaction, operates seven brands (including three through joint ventures) -- the largest being Royal Caribbean International (RCI) and Celebrity Cruises. The seven brands operate a combined 59 cruise ships with an aggregate capacity of about 133,000 berths. We estimate annual net revenues, pro forma for the Silversea transaction, are about $7.6 billion.

The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the

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© 2018 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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2.3 | Letters of support from financing institutions Credit Agreement #1 for $1.2 Billion

APPENDIX I TO AMENDMENT TO THE CREDIT AGREEMENT

U.S. $1,150,000,000

CREDIT AGREEMENT,

as amended and restated as of October 12, 2017

ROYAL CARIBBEAN CRUISES LTD. as the Borrower

and

CITIGROUP GLOBAL MARKETS LIMITED, NORDEA BANK AB (PUBL), NEW YORK BRANCH, BBVA SECURITIES INC., DNB MARKETS, INC., FIFTH THIRD BANK, HSBC SECURITIES (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO BANK, LTD., SUNTRUST ROBINSON HUMPHREY, INC.

and

THE BANK OF NOVA SCOTIA, as Joint Lead Arrangers and Joint Bookrunners

and NORDEA BANK AB (PUBL), NEW YORK BRANCH as Administrative Agent

and

CITIGROUP GLOBAL MARKETS LIMITED and NORDEA BANK AB (PUBL), NEW YORK BRANCH as Syndication Agents and

BBVA SECURITIES INC., DNB BANK ASA, NEW YORK BRANCH, FIFTH THIRD BANK, HSBC SECURITIES (USA) INC., BANK OF AMERICA, N.A., MIZUHO BANK, LTD., SUNTRUST BANK, THE BANK OF NOVA SCOTIA, BNP PARIBAS, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A., SKANDINAVISKAENSKILDA BANKEN AB (PUBL)

and

SUMITOMO MITSUI BANKING CORPORATION as Documentation Agents

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Credit Agreement #2 for $1.4 Billion

APPENDIX I TO AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT

U.S. $1,428,000,000

CREDIT AGREEMENT,

as amended and restated as of December 4, 2017

ROYAL CARIBBEAN CRUISES LTD., as the Borrower, and

THE BANK OF NOVA SCOTIA, CITIGROUP GLOBAL MARKETS LIMITED, DNB MARKETS, INC., NORDEA BANK AB (PUBL), NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A., SG AMERICAS SECURITIES, LLC and BBVA COMPASS \as Joint Lead Arrangers and Joint Bookrunners

and

THE BANK OF NOVA SCOTIA as Administrative Agent and

CITIGROUP GLOBAL MARKETS LIMITED AND NORDEA BANK AB (PUBL) as Co-Syndication Agents

and

JPMORGAN CHASE BANK, N.A. as Documentation Agent

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PART 3: TECHNICAL & OPERATIONAL CAPABILITIES

3.1 | Design & Construction Capabilities The Commercial Development unit of Royal Caribbean Cruises Ltd. has developed over 20 ports, in 14 countries, with value exceeding $1 Billion. The table below summarizes past and current RCL port development projects over $1 Million since 2000.

RCL Cruise Terminal Transactions INVESTMENTS ($MS) ACQUIRED PROJECT COST ($M’S) Barcelona Terminal C* 2018 $45.0 Penang, Malaysia* 2018 $16.0 Melaka, Malaysia* 2018 $66.0 Kumamoto, Japan* 2018 $25.0 Venezia Investimenti, Italy 2016 $37.1 Miami Terminal A* 2016 $225.0 Cape Liberty Terminal 2014 $70.5 Lisbon Terminals, Portugal 2014 $24.0 Barcelona Port Investments 2013 $117.4 Historic Falmouth Port 2010 $53.3 Pt. Sofia Icy Strait Alaska 2009 $39.6 Ketchikan Dock Co. , Alaska 2008 $26.1 St. Maarten Quarter Dev. Co. 2007 $6.3 Port of Roatan 2006 $43.0 Roma Cruise Terminal 2006 $1.2 Playa del Carmen Land 2006 $9.2 Terminal Napoli, Italy 2004 $47.9 Kusadasi - Edge Ports 2003 $44.1 Ft. Street Village - Belize 2003 $16.4 Punta Langosta, Mexico 2002 $27.8 Costa Maya Food, Mexico 2002 $28.8 San Juan , PR Phase I, II, III 2001 $59.0 Grupo Cacum, Mexico 2000 $1.0 PTM, Mexico 2000 $72.6 Totals $1,104

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* Approved projects in progress not yet completed Roatan, Honduras RCL involvement started on January 20, 2005. RCL managed the design, completed remediation for coral, land reclamation, pier expansion, construction of 30,000 sq. ft. of retail space, and the construction tender process. The 50 meter pier expansion for the pile supported pier involved pipe piles being driven to embedment length, and installing rock sockets ranging in 25 to 35 feet below bottom of pipe piles. The project has been completed and is now at the operational stage.

Cape Liberty, Bayonne, New Jersey, USA (Homeport) RCL involvement started in 2003, and includes the design, construction and operation of a cruise and ferry terminal. RCL managed design, permitting, construction tender process, supervised construction, managed financing for a dredging clean-up process to remove debris, and fixed a collapsed bulkhead in the Jersey Channel. Phase 2 included the expansion of the bulkhead wall and remediation dredging; six acre contaminated site and other environmental remediation; construction of roadways; 80,000 sq. ft. cruise terminal building; and four story 800 space parking garage. The project has been completed and is now at the operational stage.

Falmouth, Jamaica RCL was the design and construction manager for a new two berth cruise terminal in Jamaica, including coral relocation, dredging, land reclamation, and landside development. A total of 160,000 corals were re-located, with this effort involving 36 scuba divers for six months. A total of 1.5 million m³ of dredging was completed, with placement of the dredged materials into a land reclamation area behind steel sheet pile walls. The project also included ground improvements and building 100,000 sq. ft. of commercial/retail space. The project has been completed and is now at the operational stage (Port Authority of Jamaica Operates pier and RCL, through Falmouth Land Company Ltd, operates the retail center).

San Juan, Puerto Rico (Homeport) RCL acted as construction manager for the PRPA to conduct the following improvements:

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1) Expanded the building footprint to enhance the security and check in areas by replacing all checking counters and adding more x-ray machines. 2) Refurbished the fixed passenger bridges 3) Expanded the luggage processing areas to provide expedited access to the ship 4) Engaged a dredging contractor to deepen the berthing envelope and expand the San Antonio Channel All the above work was conducted with the support and approval of the PRPA Engineering Department. Completed in May 2018.

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3.2 | Cruise Terminal Operations RCL designed, built, and operates the homeport terminal under a long term concession in Cape Liberty. Cape Liberty Cruise Port was established in 2004. Since then we have serviced several vessel classes and close to 6 million passenger moves. The operations started seasonal with one ship and have now grown into year round operations with the largest cruise vessel ever to sail into the upper bay of the NY/NJ – Anthem of the Seas.

In the early year of vessel operations, the passengers embarked and disembarked in an offsite terminal, 90,000 SQFT in size, and were bussed to and from the ship side. In 2014, Cape Liberty Cruise Port with RCL, completed a $71.3M new build construction to place the terminal directly adjacent to the vessel berth. The build included a 120,000 SQFT terminal with a 915 car – 5 deck parking garage. The move was a great success proving a better passenger experience, new and innovative technology and the foundation for a successful operation. So successful that ship turns and passenger volume is has grown each and every year.

Furthermore, Cape Liberty has the ability to berth any floating vessel and has taken advantage of such opportunities outside the RCL brands. Those vessel turns and calls include, NRP Sagres – Portuguese Navy Training vessel, the Hebridean Sky – 120 passenger expedition vessel, Caribbean Princess – Princess Cruises, and Queen Mary 2 - Cunard. Also for the second season in a row, TUI Cruise’s Mein Schiff 6 has homeported from Cape Liberty sailing to Caribbean and Canada. We are able to provide the all-German speaking guests with excellent tour opportunities, biking excursions and shuttle service to and from NYC.

Cape Liberty Cruise Port shares information about the terminal on our website, www.cruiseliberty.com. The website provides every piece of detail required to successfully embark and disembark at Cape Liberty. The website is updated regularly and has become a popular site for our past and future patrons.

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The number and size of past or current cruise terminals under operation

1. Civitavecchia, Italy - Terminal 12 Homeport Terminal - 110,000 SqFt One Oasis class capable berth Designed, Planned, Financed, Constructed 2. Lisbon, Portugal Homeport Terminal - 110,000 SqFt One Freedom class capable berth Designed, Planned, Financed, Constructed 3. Labadee, Haiti One Oasis class capable berth Designed, Planned, Financed, Constructed 4. Miami, FL – Terminal A: Homeport Terminal - 230,000 SqFt One Oasis class capable berth, Parking Garage Designed, Planned, Financed, Constructed 5. Cape Liberty Cruise Port, Bayonne NJ Homeport Terminal - 120,000 SqFt One Oasis capable berth, parking garage Designed, Planned, Permitted, Financed, Constructed 6. Falmouth, Jamaica One Oasis class capable berth One Freedom class capable berth Designed, Planned, Financed, Constructed RCL Operates the commercial center next to the cruise berths 7. Roatan, Honduras: One Oasis class capable berth One Freedom class capable berth Designed, Planned, Financed, Constructed

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Track record of successful operations Ratings are on the rise

Pier Check-in Net Promotor Score

78 72 60 54

2015 2016 2017 2018

Stevedore risk assessment – Labor safety records are good with little to no major incident in the last 3 years.

Staffing is strong for all vendor categories – ground handling, parking management, traffic, janitorial services, and Taxi drivers. We credit their strong attendance to the operational attention to detail and the ability to personally motivate each staff member.

Tenant relations are positive – Cape Liberty Cruise Port has been able to properly forecast and collect all head taxes to satisfy its long term lease with the Port Authority of NY and NJ. Cape Liberty has never been in default or delinquency. We are a good partner to the Port and they are the same for the operation.

Security – With an impeccable security operation, Cape Liberty Cruise Port carries out the screening of 10,000 bags per turn equaling close to a one (1) Million bags per year without incident. Cape Liberty is also a successful recipient of Port Security Grant Funding through DHS

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and FEMA. With this past success we see future opportunities in grant funding to help strengthen our security posture.

Demonstrated ability to grow patronage of cruise terminals Since 2014 growth is a major part of our future business and success. Since then Cape Liberty Cruise Port has been able to take on 2 additional vessels – Adventure of the Seas and TUI Mein Schiff 6. Those vessels added over 30 homeport turns to the calendar which has gained notice in the industry. This type of growth is increasing the demand from other patrons such as MSC Cruise Lines and Carnival Cruise Lines. If there were more calendar days in the month, we would be able to accommodate.

3.3 | Open Access Berthing Allocations & Competing Cruise Lines Berthing schedules are on a first come first serve basis. Berthing will be arranged at a minimum 18 months prior to vessel call date. Berthing schedules are negotiable based on preferential right to berth and capacity is allocated as such. Having guaranteed volume is one way of securing preferential berthing rights and allocating berth space. Fair Treatment of Cruise Lines When operating on a first come first serve basis with guaranteed volumes, competing cruise lines are held accountable to keep call dates. If there are conflicting interests, amicable solutions shall be obtained so that all parties are satisfied to the best interest of the operation and industry.

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Fair & Non-discriminatory Operations Cape Liberty Cruise Port in Bayonne NJ is one example of demonstrating fair and non- discriminatory operations. At Cape Liberty Cruise Port, preferential berthing rights are upheld through guaranteed call volume. If volume is not met or confirmed, alternate competing cruise lines have the opportunity to berth at their own will. 3.4 | Facilities Maintenance & Rehabilitation Dredging Bermuda RCL involvement started in 2015. RCL undertook a $14,000,000 dredging project of the North Channel to accommodate a larger class of cruise ships to enter the dockyard as well to improve the overall window of access for all commercial shipping. This dredging project included coral relocation and dredging of 98,000 m³ of material. This project is now at the operational stage.

Falmouth, Jamaica RCL involvement started on January 1, 2010. In Falmouth we supervised a $35,000,000 dredging project and 160,000 corals were relocated; 1,500,000 m³ dredged and 12+ acres of land reclamation. This project is now at the operational stage.

Land Reclamation & Land Removal Falmouth, Jamaica 12 acres land reclamation Roatan, Honduras 3 acres land reclamation Miami, FL 4 acres of land removal

Construction of pile supported cruise piers with rock sockets Roatan, Honduras This was $5 Million project to expand the pier to accommodate an Oasis class vessel. Pipe piles were driven to embedment length and rock sockets ranging in 25 to 35 feet below bottom of pipe pile were installed with the pier contractor to increase pier length by 50 meters.

RoRo Berth Construction Coco Cay, Bahamas Built small RoRo Berth for barge delivery of materials to the RCL private destination at Coco Cay, Bahamas.

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Coral relocation & monitoring Bermuda Coral relocation and monitoring was completed in 2015 while upgrading the Bermuda channels. Part of the upgrade required the translocation of one coral patch reef to an area that would support additional corals. Including three year monitoring plan.

Falmouth, Jamaica Coral relocation of 160,000 coral units, moving about ¼ to ½ kilometer, with 36 scuba divers over a period of six months and monitoring.

PART 4 ATTACHMENTS

4.1 | Comparable Projects: Design and build/construction of cruise berthing terminal The following projects demonstrate RCL’s experience in managing the Design, Build, and Financing of a port development project, as well as, the Operations and Maintenance of the port and marine facilities. These projects have similar scope with the San Juan Bay Cruise Terminals project and were designed to accommodate the needs of a mega-class vessels.

Miami Cruise Terminal A Miami Cruise Terminal A (MCTA) project management involvement started in January 2015. Project scope includes a new terminal, pier, and parking garage. This project is now under construction, MCTA operates as a construction agent.

Roatan, Honduras RCL involvement started in January 20, 2005. In Roatan, RCL managed the design, coral remediation, 3 acres of land reclamation, dock expansion, and construction of 30,000 SqFt. of retail space and the construction tender process. The project has been completed and is now at the operational stage.

Cape Liberty, Bayonne, New Jersey, USA RCL involvement started in 2003, and includes the design, construction and operation of a cruise and ferry terminal. RCL managed design, permitting, construction tender process, supervised construction, managed financing for a dredging clean-up process to remove debris and fixed a collapsed bulkhead in the Jersey Channel. Phase 2 included the expansion of the bulkhead wall and remediation dredging; six acre contaminated site and other environmental remediation; construction of roadways; 80,000 SqFt. cruise terminal building; and four story 800 space parking garage. The project has been completed and is now at the operational stage.

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Falmouth, Jamaica RCL was the design and construction manager for a new two berth cruise terminal in Jamaica, including coral relocation, dredging, land reclamation, and landside development. A total of 160,000 corals were re-located, with this effort involving 36 scuba divers for six months. A total of 1.5 million m³ of dredging was completed, with placement of the dredged materials into a land reclamation area behind steel sheet pile walls. The project also included ground and building improvements, and 100,000 SqFt of commercial/retail space. The Port Authority of Jamaica operates the pier, and RCL, through Falmouth Land Company Ltd, operates the retail center.

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4.2 | References Sumitomo Mitsui Banking Corporation Stephen R. Perry, Senior Vice President, SMBC Leasing and Finance, Inc. Sumitomo Mitsui Banking Corporation Group, 277 Park Avenue, New York, New York 10172 P: 212.224.5278 E: [email protected] Construction Management: Miami Cruise Terminal A – Dade County Florida January 2017 to October 2018

PORT AUTHORITY OF JAMAICA | Falmouth, Jamaica William Tatham, 15-17 Duke Street, Kingston, Jamaica P: 876.92.0290 E: [email protected] Construction Management: Pier construction January 1, 2010 to October 2012

Falmouth Land Company Limited | FALMOUTH, JAMAICA 1050 Caribbean Way, Miami, FL 33135 Miguel Reyna P: 305.539.6492 E: [email protected] Construction Management: Retail Center January 1, 2010 to October 2012

Puerto de Cruceros y Marina de Las Islas de La Bahia, S.A. | Roatan, Honduras Construction Management January 2005 to October 2007 1050 Caribbean Way, Miami, FL 33135 Miguel Reyna P: 305.539.6492 E: [email protected]

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4.3 | D&C Case Studies Miami Cruise Terminal A | Miami, FL Type of facility New Homeport Cruise Terminal, 900+ Space Parking Garage, Taxi and Bus Areas, Pier Upgrades

Client (including name of client Miami Cruise Terminal A contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected]

Description of the services provided Design, Finance, Build, Operate, Maintain by the Team Member and % interest MCTA, an RCL subsidiary, acted as construction agent to oversee the design and construction of this home port terminal, parking garage, and dredging of the berthing envelope to accommodate the safe berthing of large vessels. MCTA 100% ownership Contract Value for the Construction / Construction: $247,000,000 maintenance / operations (as Maintenance: $1,000,000/Year applicable) Operations: $3,000,000/Year

Start date and completion date of January 2017 - October 2018 the project

Maintenance and/or operations November 2018 – November 2078 period – start, end and duration 60 Year Lease

Legal contractual status of the firm MCTA acts as Construction Agent during build phase (main contractor, consortium, Upon completion, MCTA operates the cruise facility partner, subcontractor, operator)

Description of how the reference Financed through a Synthetic Lease by a consortium of project was financed and the lenders. SMBC Leasing & Financing is the equity owner. financing was structured (if SMBC contracted with MCTA to acts as construction agent applicable) and terminal operator. Description of how the reference The scope requires DBFOM of marine structures, project is similar or relevant to the passenger embark/debark areas, and CBP. MCTA is a San Juan Bay Cruise Terminals state-of the-art facility that will elevate the guest Project experience through innovative technology, security screening equipment, and rapid processing of luggage. New technology and key insights gained in construction management will be leveraged to the benefit of the San Juan Bay Terminals project.

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MIAMI CRUISE TERMINAL A | MIAMI, FL

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Falmouth Jamaica Land Company | Falmouth, Jamaica Type of facility Land reclamation, terminal and two berthing facilities cruise Terminal/ Mixed Use Commercial Retail/ Taxi and Bus terminal for tour operation Client (including name of client Falmouth Land Company Limited contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected] Description of the services provided Design: RCL managed the procurement of the design team, by the Team Member and % interest architecture firm, engineering firm, and landscaping firm. Finance: RCL solicited bank financing, and prepared and created structured long-term debt finances with bank financing backstopped by Danish government ECF guarantees. Build: RCL oversaw the GC and construction team and the environmental team associated with the development. RCL engaged a Danish marine construction firm to build the dock on a GMX guaranteed price contract. Operate & Maintain: RCL has hired a local team of General Manager and Operations Manager, who have hired a local maintenance team to keep the shopping center structures in working order and aesthetically pleasing. RCL co-maintains the dock facilities with the Port Authority of Jamaica under our construction guarantee. RCL subsidiary owns 70.5%. Contract Value for the Construction / Marine Works: $124,000,000 maintenance / operations (as Landside Works: $46,000,000 applicable) Maintenance: $200,000/Year

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Start date and completion date of January 1, 2010 to March 2011 – Phase 1 the project

Maintenance and/or operations April 2011 to December 2048 period – start, end and duration Legal contractual status of the firm Majority shareholder of commercial project; (main contractor, consortium, developer/maintainer of marine project. partner, subcontractor, operator) Description of how the reference 100% debt; Danish export credit financing structured by RCL project was financed and the working with Scotia bank. RCL and private investors invested financing was structured (if $27,000,000 equity in commercial project. applicable) Description of how the reference RCL was 100% developer. 100% operates and maintains project is similar or relevant to the retail space. Supports Port Authority of Jamaica in operating San Juan Bay Cruise Terminals and maintenance of piers. Project

FALMOUTH JAMAICA LAND COMPANY LOCATED | FALMOUTH, JAMAICA

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Puerto de Cruceros y Marina de Las Islas de La Bahia | Roatan, Honduras Type of facility Cruise Terminal Client (including name of client Puerto de Cruceros y Marina de Las Islas de La Bahia, S.A. contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected] Description of the services provided Design: RCL managed the procurement of the design by the Team Member and % interest team, including an architecture firm, engineering firm, and landscaping firm. Finance: RCL solicited and negotiated bank financing, and prepared and created structured long- term debt finances with a consortium of local banks. Build: RCL oversaw the GC and construction team to complete the project and the environmental team associated with the development. Permitting: RCL oversaw the preparation of an environmental plan and secured all construction and environmental permits. Operate: RCL operates the pier, coordinating scheduling, tender operations, pilots, etc. and pays monthly dues on a quarterly basis to the local government. Maintain: RCL has hired a local team of General Manager and Operations Manager, who have hired a local maintenance team to keep the pier and accompanying pier side structures in functional working order and aesthetically pleasing. RCL owns 48.86% Contract Value for the Construction / Construction: $11,000,000 maintenance / operations Maintenance: $400,000/Year Start date and completion date of Phase 1: Pier upgrade and retail space construction, the project January 2005 to March 2006; Phase 2: Oasis class expansion, January 2017 to May 2018; Phase 3: Attraction and retail space expansion/second OA pier construction, November 2018 to November 2020 (planned). Maintenance and/or operations 30 Years starting from March 2006 – finalizing March 2036 period – start, end and duration with rights of renewal Legal contractual status of the firm Consortium leader and majority Shareholder (main contractor, consortium, partner, subcontractor, operator) Description of how the reference $7,000,000 debt/Equity financing; Honduras local banks project was financed and the provide long term debt financing; RCL invested $4,000,000 financing was structured equity as owner. Description of how the reference RCL was 100% DBFOM project is similar or relevant to the

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San Juan Bay Cruise Terminals Project

PUERTO DE CRUCEROS Y MARINA DE LAS ISLAS DE LA BAHIA | ROATAN, HONDURAS

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4.4 | Operational Case Studies Cape Liberty Cruise Port, LLC located | Bayonne, New Jersey Type of facility Cruise Terminal and Parking Garage

Client (including name of client Cape Liberty Cruise Port, LLC contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected] Description of the services provided Design: RCL managed the procurement of the design teams by the Team Member and % interest including an architecture firm, engineering firm, and landscaping firm. Finance: RCL solicited bank financing, and prepared and created structured long-term debt finances with a long term municipal bond financing using the tax- exempt status of Bayonne redevelopment. Build: RCL oversaw the GC and construction team to complete the project and the environmental team associated with the development. Operate: RCL operates the pier and the parking garage. Maintain: RCL has hired a local team of General Manager and Operations Manager, who have hired a local maintenance team to keep the pier and accompanying pier side structures in working order and aesthetically pleasing. 100% owned subsidiary of RCL Contract Value for the Construction / $46,045,630 Phase 2 (2013-2015) maintenance / operations (as Maintenance $1,340,000 per annum applicable)

Start date and completion date of September 2005 to March 2007(Phase 1); October 2013 to the project October 2015 (Phase 2)

Maintenance and/or operations March 1, 2007, to December 31, 2043 period – start, end and duration

Legal contractual status of the firm Owner and operator. Construction contractor supervisor (main contractor, consortium, partner, subcontractor, operator) Description of how the reference Debt/equity financing. RCL invested equity. RCL arranged project was financed and the long-term debt financing in two tranches: Phase 1: long-term financing was structured (if tax-exempt bonds; Phase 2: RCL parent company financed applicable) and Treasury department financed a redevelopment loan to sub, Cape Liberty Cruise Port, LLC.

Description of how the reference 100% owned and operated by Royal Caribbean through project is similar or relevant to the subsidiary on land on a long-term lease from Port Authority of New York and New Jersey.

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San Juan Bay Cruise Terminals Project

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CAPE LIBERTY CRUISE PORT, LLC LOCATED | BAYONNE, NEW JERSEY

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4.5 | Financing Case Studies Miami Cruise Terminal A | Miami, FL Type of facility New Homeport Cruise Terminal, 900+ Space Parking Garage, Taxi and Bus Areas, Pier Upgrades

Client (including name of client Miami Cruise Terminal A contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected]

Description of the services provided Design, Finance, Build, Operate, Maintain by the Team Member and % interest Design, Finance, Build, Operate, Maintain MCTA, an RCL subsidiary, acted as construction agent to oversee the design and construction of this home port terminal, parking garage, and dredging of the berthing envelope to accommodate the safe berthing of large vessels. MCTA 100% ownership Contract Value for the Construction / Construction: $247,000,000 maintenance / operations (as Maintenance: $1,000,000/Year applicable) Operations: $3,000,000/Year

Start date and completion date of January 2017 - October 2018 the project

Maintenance and/or operations November 2018 – November 2078 period – start, end and duration 60 Year Lease

Legal contractual status of the firm MCTA acts as Construction Agent during build phase (main contractor, consortium, Upon completion, MCTA operates the cruise facility partner, subcontractor, operator)

Description of how the reference Financed through a Synthetic Lease by a consortium of project was financed and the lenders. SMBC Leasing & Financing is the equity owner. financing was structured (if SMBC contracted with MCTA to acts as construction agent applicable) and terminal operator.

Description of how the reference The scope requires DBFOM of marine structures, project is similar or relevant to the passenger embark/debark areas, and CBP. MCTA is a San Juan Bay Cruise Terminals state-of the-art facility that will elevate the guest Project experience through innovative technology, security screening equipment, and rapid processing of luggage. New technology and key insights gained in construction

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management will be leveraged to the benefit of the San Juan Bay Terminals project. Falmouth Jamaica Land Company | Falmouth, Jamaica Type of facility Terminal and 2 berthing facilities, mixed use commercial retail/taxi and Bus terminal for tour operation Client (including name of client Falmouth Land Company Limited contact, telephone number and Miguel Reyna email address) P: 305.539.6492 | E: [email protected] Description of the services provided Design: RCL managed the procurement of the design team, by the Team Member and % interest architecture firm, engineering firm, and landscaping firm. Build: RCL oversaw Land reclamation, the GC, construction team, and the environmental team associated with the development. RCL engaged a Danish marine construction firm to build the dock on a GMX guaranteed price contract. Finance: RCL solicited bank financing, and prepared and created structured long-term debt finances with bank financing backstopped by Danish government ECF guarantees. Operate & Maintain: RCL has hired a local team of General Manager and Operations Manager, who have hired a local maintenance team to keep the shopping center structures in working order and aesthetically pleasing. RCL co-maintains the dock facilities with the Port Authority of Jamaica under our construction guarantee. RCL subsidiary owns 70.5%.

Contract Value for the Construction / Marine Works: $124,000,000 maintenance / operations Landside Works: $46,000,000 Maintenance: $200,000/Year

Start date and completion date of January 1, 2010 to March 2011 – Phase 1 the project

Maintenance and/or operations April 2011 to December 2048 period – start, end and duration

Legal contractual status of the firm Majority shareholder, developer/maintainer of marine project Description of how the reference 100% Debt structured by RCL and Scotia bank. RCL & private project was financed and the investors - $27,000,000 equity in commercial project. financing was structured Description of how the reference Finance: RCL solicited construction financing proposals to project is similar or relevant to the build and provide debt financing to facilitate the construction San Juan Bay Cruise Terminals of the $124,000,000 of the Falmouth Cruise Terminal. We Project received three proposals and we structured a 10 year financing with the Danish Export Credit financing agency to [Type here] 46

support the construction works of pier infrastructure with a Danish marine contractor (Pihl). RCL was 100% developer. 100% operates and maintains retail space.

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