Carnival PLC Sample Contracts

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FORM OF RESTRICTED STOCK AGREEMENT FOR THE AMENDED AND RESTATED CARNIVAL CORPORATION 2002 STOCK PLAN
Restricted Stock Agreement • March 30th, 2007 • Carnival PLC • Water transportation • Florida
Creating a series of Securities designated 3 3/4% Senior Notes due 2007
Carnival PLC • March 31st, 2004 • Water transportation • New York
CARNIVAL PLC AND
Deposit Agreement • April 15th, 2003 • P&o Princess Cruises PLC • Water transportation • New York
CARNIVAL CORPORATION, CARNIVAL PLC AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE
Carnival PLC • January 26th, 2024 • Water transportation

INDENTURE, dated as of ______________, 20__, between CARNIVAL CORPORATION, a corporation organized and existing under the laws of the Republic of Panama (hereinafter sometimes called the “Company”), party of the first part, CARNIVAL PLC, a company incorporated and registered under the laws of England and Wales (hereinafter sometimes called the “Guarantor”), party of the second part, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”), party of the third part.

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P&o Princess Cruises PLC • January 8th, 2003 • Water transportation
Form of CARNIVAL CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 28th, 2006 • Carnival PLC • Water transportation • Florida
CARNIVAL CORPORATION, CARNIVAL PLC AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE INDENTURE DATED AS OF , 20 UNSECURED AND SUBORDINATED DEBT SECURITIES CARNIVAL CORPORATION CROSS REFERENCE SHEET*
Indenture • January 26th, 2024 • Carnival PLC • Water transportation

INDENTURE, dated as of , 20 , between CARNIVAL CORPORATION, a corporation organized and existing under the laws of the Republic of Panama (hereinafter sometimes called the “Company”), party of the first part, CARNIVAL PLC, a company incorporated and registered under the laws of England and Wales (hereinafter sometimes called the “Guarantor”), party of the second part, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”), party of the third part.

CARNIVAL CORPORATION, CARNIVAL PLC AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE INDENTURE DATED AS OF DECEMBER 6, 2012 UNSECURED AND UNSUBORDINATED DEBT SECURITIES
Indenture • December 6th, 2012 • Carnival PLC • Water transportation

INDENTURE, dated as of December 6, 2012, between CARNIVAL CORPORATION, a corporation duly organized and existing under the laws of the Republic of Panama (hereinafter sometimes called the “Company”), party of the first part, CARNIVAL PLC, a company incorporated and registered under the laws of England and Wales (hereinafter sometimes called the “Guarantor”), party of the second part, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”), party of the third part.

CARNIVAL PLC, CARNIVAL CORPORATION AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE INDENTURE DATED AS OF ______________, 20__ UNSECURED AND UNSUBORDINATED DEBT SECURITIES CARNIVAL plc CROSS REFERENCE SHEET*
Indenture • January 26th, 2024 • Carnival PLC • Water transportation

INDENTURE, dated as of ______________, 20__, between CARNIVAL plc, a company incorporated and registered under the laws of England and Wales (hereinafter sometimes called the “Company”), party of the first part, CARNIVAL CORPORATION, a corporation organized and existing under the laws of the Republic of Panama (hereinafter sometimes called the “Guarantor”), party of the second part, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”), party of the third part.

CARNIVAL HOLDINGS (BERMUDA) LIMITED, as Issuer, INDENTURE Dated as of October 25, 2022
Indenture • October 25th, 2022 • Carnival PLC • Water transportation • New York
CARNIVAL CORPORATION, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Security Agent, INDENTURE Dated as of August 8, 2023 7.000% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2029
Indenture • September 29th, 2023 • Carnival PLC • Water transportation • New York

INDENTURE, dated as of August 8, 2023, among Carnival Corporation, a Panamanian corporation (the “Issuer”), Carnival plc, a company incorporated and registered under the laws of England and Wales (“Carnival plc”), the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as Security Agent.

CARNIVAL PLC Underwriting Agreement 1.000% Senior Notes Due 2029 Guaranteed by CARNIVAL CORPORATION
Underwriting Agreement • October 28th, 2019 • Carnival PLC • Water transportation • New York
CARNIVAL CORPORATION, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, U.S. BANK NATIONAL ASSOCIATION, as Principal Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of February 16, 2021 5.750% SENIOR UNSECURED NOTES DUE 2027
Carnival PLC • April 7th, 2021 • Water transportation • New York

INDENTURE, dated as of February 16, 2021, among Carnival Corporation, a Panamanian corporation (the “Issuer”), Carnival plc, a company incorporated and registered under the laws of England and Wales (“Carnival plc”), the other Guarantors party hereto and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and as Principal Paying Agent, Transfer Agent and Registrar.

FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2011 STOCK PLAN
Restricted Stock Unit Agreement • July 2nd, 2014 • Carnival PLC • Water transportation • Florida

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of [GRANT DATE] (the “Date of Grant”) is made by and between Carnival Corporation, a corporation organized under the laws of Republic of Panama (the “Company”), and [PARTICIPANT NAME] (the “Participant”).

FORM OF SHAREHOLDER EQUITY ALIGNMENT RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2011 STOCK PLAN
Restricted Stock Unit Agreement • April 3rd, 2020 • Carnival PLC • Water transportation • Florida

THIS SHAREHOLDER EQUITY ALIGNMENT RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), shall apply to any grant of Shareholder Equity Alignment Restricted Stock Units made to executives of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or executives of an Affiliate, on [DATE] under the Carnival Corporation 2011 Stock Plan (the “Plan”).

FORM OF TIME-BASED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Restricted Stock Unit Agreement • June 28th, 2023 • Carnival PLC • Water transportation • Florida

THIS TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) shall apply to the grant of time-based Restricted Stock Units made to employees of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or employees of an Affiliate, on [GRANT DATE] (the “Grant Date”) under the Carnival Corporation 2020 Stock Plan (the “Plan”).

FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Restricted Stock Unit Agreement • June 28th, 2023 • Carnival PLC • Water transportation • Florida

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) shall apply to the grant of performance-based Restricted Stock Units made to employees of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or employees of an Affiliate, on [GRANT DATE] (the “Date of Grant”) under the Carnival Corporation 2020 Stock Plan (the “Plan”).

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AND
Equalization and Governance Agreement • October 15th, 2003 • Carnival PLC • Water transportation • Isle of Man
CARNIVAL CORPORATION Shares of Common Stock ($.01 par value) and the paired trust shares of beneficial interest in P&O Princess Special Voting Trust Underwriting Agreement
Carnival PLC • July 25th, 2022 • Water transportation • New York

Carnival Corporation, a corporation duly organized and existing under the laws of the Republic of Panama (the “Company”), proposes to issue and sell to the underwriter listed in Schedule 1 hereto (the “Underwriter”), an aggregate of 102,139,621 shares (the “Underwritten Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”) and, at the option of the Underwriter, up to an additional 15,320,943 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. Upon each issuance of Shares hereunder, recipients will receive both Shares and an equivalent number of trust shares representing beneficial interest in the P&O Princess Special Voting Trust (the “P&O Trust Shares”). The P&O Trust Shares represent a beneficial interest in the sp

FORM OF NON-EMPLOYEE DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Restricted Stock Award Agreement • July 10th, 2020 • Carnival PLC • Water transportation • Florida

THIS AGREEMENT (the “Agreement”) is made effective as of [DATE], (hereinafter the “Grant Date”) between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the “Company”), and [NAME] (the “Director”), pursuant to the Carnival Corporation 2020 Stock Plan (the “Plan”).

FORM OF PERFORMANCE‑BASED RESTRICTED SHARE UNIT AGREEMENT FOR THE CARNIVAL PLC 2014 EMPLOYEE SHARE PLAN
Restricted Share Unit Agreement • April 9th, 2019 • Carnival PLC • Water transportation • Florida

THIS DEED, constituting the [YEAR] PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), shall apply to any grant of performance-based Restricted Share Units made to employees of Carnival plc, a corporation organized under the laws of England and Wales (the “Company”), or employees of an Affiliate, on [DATE] (the “Date of Grant”) under the Carnival plc 2014 Employee Share Plan (the “Plan”).

FORM OF MANAGEMENT INCENTIVE PLAN TIED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2011 STOCK PLAN
Management Incentive Plan Tied Restricted Stock Unit Agreement • April 3rd, 2020 • Carnival PLC • Water transportation • Florida

THIS MANAGEMENT INCENTIVE PLAN TIED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), shall apply to the grant of Management Incentive Plan Tied Restricted Stock Units made to Executives of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or executives of an Affiliate, on [DATE] (the “Grant Date”) under the Carnival Corporation 2011 Stock Plan (the “Plan”).

CARNIVAL CORPORATION EXECUTIVE RESTRICTED STOCK AGREEMENT
Executive Restricted Stock Agreement • April 2nd, 2009 • Carnival PLC • Water transportation • Florida

THIS AGREEMENT (the “Agreement”), is made effective as of (hereinafter the “Grant Date”) between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the “Company”), and (the “Executive”), pursuant to the amended and restated Carnival Corporation 2002 Stock Plan (the “Plan”) and that certain Executive Long-Term Compensation Agreement effective as of January 15, 2008 between the Company and Executive (the “LTCA”).

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR SPECIAL EXECUTIVE AWARD
Restricted Stock Unit Agreement • April 2nd, 2014 • Carnival PLC • Water transportation • England and Wales

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of December 27, 2013, is made by and between Carnival plc, a corporation organized under the laws of England and Wales (the “Company”), and [NAME] (the “Participant”) pursuant to the Carnival plc 2005 Employee Share Plan (the “Plan”).

FORM OF EARNINGS RECOVERY AWARD AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN FOR CERTAIN NAMED EXECUTIVE OFFICERS
Earnings Recovery Award Agreement • March 28th, 2022 • Carnival PLC • Water transportation • Florida

THIS EARNINGS RECOVERY AWARD AGREEMENT (this “Agreement”), shall apply to the grant of Earnings Recovery Award made to employees by Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or employees of an Affiliate, on [DATE] (the “Date of Grant”) under the Carnival Corporation 2020 Stock Plan (the “Plan”).

CARNIVAL PLC Ordinary Shares (U.S.$1.66 nominal value) SELLING AGREEMENT
Selling Agreement • February 1st, 2016 • Carnival PLC • Water transportation • New York
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Offer and Implementation Agreement • January 8th, 2003 • P&o Princess Cruises PLC • Water transportation • New York
CARNIVAL CORPORATION, as Issuer CARNIVAL PLC AND THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND as Trustee and Security Agent FIRST SUPPLEMENTAL INDENTURE Dated as of November 18, 2020 TO THE INDENTURE Dated as of July 20,...
Supplemental Indenture • January 26th, 2021 • Carnival PLC • Water transportation • New York

THIS FIRST SUPPLEMENTAL INDENTURE is dated as of November 18, 2020, among Carnival Corporation, a corporation duly organized and existing under the laws of the Republic of Panama, as issuer (the “Issuer”), Carnival plc, a company incorporated and registered under the laws of England and Wales (“Carnival plc” and, together with the Issuer, the “Company”), the other Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee and security agent (the “Trustee”).

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