CARNIVAL CORP
FACILITIES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>d66078_ex10-3.txt
<DESCRIPTION>FACILITIES AGREEMENT
<TEXT>

                                                                    Exhibit 10.3

                              Dated 21 October 2005

                       ----------------------------------

                              Carnival Corporation

                                  Carnival plc

                  The companies listed in Part 1 of Schedule 1

                                   Arranged by

     Banc of America Securities Limited, Barclays Capital, BNP Paribas, J.P.
       Morgan plc, SANPAOLO IMI S.p.A. and The Royal Bank of Scotland plc

                                      With

                         The Royal Bank of Scotland plc

                               as Facilities Agent

                       ----------------------------------

                              FACILITIES AGREEMENT
                                       for
                                US$1,200,000,000
                                (euro)400,000,000
                               (pounds)200,000,000
                       Multicurrency Revolving Facilities

                       ----------------------------------

                                                              [LOGO] NORTON ROSE

<PAGE>

                                    Contents

Clause                                                                      Page

1  Definitions and interpretation ........................................     4

2  The Facilities ........................................................    25

3  Purpose ...............................................................    26

4  Conditions of Utilisation .............................................    26

5  Utilisation - Loan ....................................................    28

6  Utilisation - Bonds ...................................................    31

7  Bonds .................................................................    34

8  Utilisation - Swingline Loan ..........................................    36

9  Swingline Loans .......................................................    40

10 Optional Currencies ...................................................    44

11 Repayment .............................................................    45

12 Prepayment and cancellation ...........................................    45

13 Interest ..............................................................    49

14 Interest Periods ......................................................    51

15 Changes to the calculation of interest ................................    52

16 Fees ..................................................................    53

17 Taxes .................................................................    55

18 Increased Costs .......................................................    69

19 Other indemnities .....................................................    70

20 Mitigation by the Finance Parties .....................................    71

21 Costs and expenses ....................................................    72

22 Guarantee and indemnity ...............................................    73

23 Representations .......................................................    76

24 Information undertakings ..............................................    79

25 Financial covenants ...................................................    82

26 General undertakings ..................................................    87

27 Events of Default .....................................................    88

<PAGE>

28 Changes to the Lenders ................................................    92

29 Changes to the Obligors ...............................................    99

30 Role of the Facilities Agent, the Arrangers and the Fronting Banks ....   101

31 Conduct of business by the Finance Parties ............................   106

32 Sharing among the Finance Parties .....................................   106

33 Payment mechanics .....................................................   108

34 Set-off ...............................................................   110

35 Notices ...............................................................   111

36 Calculations and certificates .........................................   115

37 Partial invalidity ....................................................   116

38 Remedies and waivers ..................................................   116

39 Amendments and waivers ................................................   116

40 Counterparts ..........................................................   117

41 Governing law .........................................................   117

42 Enforcement ...........................................................   117

43 USA PATRIOT Act .......................................................   118

44 Summary Document ......................................................   118

Schedule 1 The Original Parties ..........................................   119

Schedule 2 Conditions Precedent ..........................................   128

Schedule 3 Utilisation Request ...........................................   132

Schedule 4 Mandatory Cost Formulae .......................................   135

Schedule 5 Form of Transfer Certificate ..................................   139

Schedule 6 Form of Accession Letter ......................................   141

Schedule 7 Form of Resignation Letter ....................................   142

Schedule 8 Form of Compliance Certificate ................................   143

Schedule 9 Form of Confidentiality Undertaking ...........................   144

Schedule 10 Timetables ...................................................   148

Schedule 11 Pre-Approved Bonds ...........................................   151

Schedule 12 Summary Document .............................................   152

<PAGE>

THIS AGREEMENT is dated 21 October 2005 and made BETWEEN:

(1)         CARNIVAL CORPORATION (a Panamanian  corporation having its principal
            place of business at Carnival Place,  3655 N.W. 87th Avenue,  Miami,
            Florida, 33178-2428) (the "Company");

(2)         CARNIVAL PLC (a company  incorporated  under the laws of England and
            Wales with registered number 04039524) ("Carnival plc");

(3)         THE SUBSIDIARIES OF THE COMPANY and of CARNIVAL PLC listed in Part 1
            of Schedule 1 as original  borrowers  (in this capacity and together
            with the Company and Carnival plc, the "Original Borrowers");

(4)         CARNIVAL  CORPORATION  and  CARNIVAL  PLC  as  guarantors  of  their
            respective Subsidiaries (each a "Guarantor");

(5)         BANC OF AMERICA SECURITIES LIMITED,  BARCLAYS CAPITAL,  BNP PARIBAS,
            J.P. MORGAN PLC,  SANPAOLO IMI S.p.A. and THE ROYAL BANK OF SCOTLAND
            PLC as mandated lead arrangers (in this capacity the "Arrangers");

(6)         THE FINANCIAL  INSTITUTIONS listed in Parts 2 and 4 of Schedule 1 as
            lenders (the "Original Lenders");

(7)         THE ROYAL  BANK OF  SCOTLAND  PLC as  facilities  agent of the other
            Finance Parties (the "Facilities Agent"); and

(8)         THE  FINANCIAL  INSTITUTIONS  listed  in  Part  5 of  Schedule  1 as
            fronting banks for the Bonds (the "Original Fronting Banks").

IT IS AGREED as follows:

1           Definitions and interpretation

1.1         Definitions

            In this Agreement:

            "Accession  Letter" means a document  substantially  in the form set
            out in Schedule 6 (Form of Accession Letter).

            "Account  Party" means a Bond Borrower or any member of the Carnival
            Corporation  & plc  Group  who  has  requested  a Bond  Borrower  to
            request, a Bond.

            "Additional  Borrower"  means a company  which becomes an Additional
            Borrower in accordance with clause 29 (Changes to the Obligors).

            "Additional  Cost Rate" has the  meaning  given to it in  Schedule 4
            (Mandatory Cost formulae).


                                       4
<PAGE>

            "Affiliate"  means, in relation to any person,  a Subsidiary of that
            person or a Holding  Company of that person or any other  Subsidiary
            of that Holding Company.

            "Approved Jurisdiction" means:

            (a)   Italy;

            (b)   Panama;

            (c)   United Kingdom;

            (d)   United States; or

            (e)   any other  country  or  jurisdiction  agreed in writing by the
                  Company and the Facilities Agent (acting on the instruction of
                  all the Lenders).

            "Australian  Dollar",  "AUD" and "$A" means the lawful  currency  of
            Australia from time to time.

            "Availability  Period"  means  the  period  from and  including  the
            Signing Date to and including the Termination Date.

            "Available  Bond Facility"  means an amount equal to  US$700,000,000
            minus:

            (a)   the Base  Currency  Amount  for  Tranche A of any  outstanding
                  Bonds; and

            (b)   in  relation  to  any  proposed  Bond  Utilisation,  the  Base
                  Currency Amount for Tranche A of any Bonds which are due to be
                  made under the  Bonding  Facility  on or before  the  proposed
                  Utilisation Date,

            other  than  any Bond  Utilisations  that  are due to be  repaid  or
            prepaid on or before the proposed Utilisation Date.

            "Available  Swingline  Tranche A Commitment"  of a Swingline  Lender
            under Tranche A means (but without limiting clause 8.6 (Relationship
            with the Facilities))  that Lender's  Swingline Tranche A Commitment
            minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Swingline Loans under Tranche A; and

            (b)   in  relation  to  any  proposed  Swingline  Utilisation  under
                  Tranche A, the Base Currency  Amount of its  participation  in
                  any Swingline Loans that are due to be made under Tranche A on
                  or before the proposed Utilisation Date,

            other than that Lender's  participation in any Swingline Loans under
            Tranche  A that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.

            "Available Swingline Tranche A Facility" means the aggregate for the
            time being of each Swingline Lender's Available  Swingline Tranche A
            Commitment.


                                       5
<PAGE>

            "Available  Swingline  Tranche B Commitment"  of a Swingline  Lender
            under Tranche B means (but without limiting clause 8.6 (Relationship
            with the Facilities))  that Lender's  Swingline Tranche B Commitment
            minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Swingline Loans under Tranche B; and

            (b)   in  relation  to  any  proposed  Swingline  Utilisation  under
                  Tranche B, the Base Currency  Amount of its  participation  in
                  any Swingline Loans that are due to be made under Tranche B on
                  or before the proposed Utilisation Date,

            other than that Lender's  participation in any Swingline Loans under
            Tranche  B that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.

            "Available Swingline Tranche B Facility" means the aggregate for the
            time being of each Swingline Lender's Available  Swingline Tranche B
            Commitment.

            "Available  Swingline  Tranche C Commitment"  of a Swingline  Lender
            under Tranche C means (but without limiting clause 8.6 (Relationship
            with the Facilities))  that Lender's  Swingline Tranche C Commitment
            minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Swingline Loans under Tranche C; and

            (b)   in  relation  to  any  proposed  Swingline  Utilisation  under
                  Tranche C, the Base Currency  Amount of its  participation  in
                  any Swingline Loans that are due to be made under Tranche C on
                  or before the proposed Utilisation Date,

            other than that Lender's  participation in any Swingline Loans under
            Tranche  C that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.

            "Available Swingline Tranche C Facility" means the aggregate for the
            time being of each Swingline Lender's Available  Swingline Tranche C
            Commitment.

            "Available  Tranche A  Commitment"  of a Lender means that  Lender's
            Tranche A Commitment minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Utilisations under Tranche A; and

            (b)   in relation to any proposed  Utilisation  under Tranche A, the
                  Base Currency Amount of its  participation in any Utilisations
                  under  Tranche  A that  are due to be made  on or  before  the
                  proposed Utilisation Date,

            other than that Lender's  participation  in any  Utilisations  under
            Tranche  A that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.


                                       6
<PAGE>

            "Available  Tranche B  Commitment"  of a Lender means that  Lender's
            Tranche B Commitment minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Utilisations under Tranche B; and

            (b)   in relation to any proposed  Utilisation  under Tranche B, the
                  Base Currency Amount of its  participation in any Utilisations
                  under  Tranche  B that  are due to be made  on or  before  the
                  proposed Utilisation Date,

            other than that Lender's  participation  in any  Utilisations  under
            Tranche  B that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.

            "Available  Tranche C  Commitment"  of a Lender means that  Lender's
            Tranche C Commitment minus:

            (a)   the  Base  Currency  Amount  of  its   participation   in  any
                  outstanding Utilisations under Tranche C; and

            (b)   in relation to any proposed  Utilisation  under Tranche C, the
                  Base Currency Amount of its  participation in any Utilisations
                  under  Tranche  C that  are due to be made  on or  before  the
                  proposed Utilisation Date,

            other than that Lender's  participation  in any  Utilisations  under
            Tranche  C that are due to be  repaid or  prepaid  on or before  the
            proposed Utilisation Date.

            "Available  Tranche A  Facility"  means the  aggregate  for the time
            being of each Lender's Available Tranche A Commitment.

            "Available  Tranche B  Facility"  means the  aggregate  for the time
            being of each Lender's Available Tranche B Commitment.

            "Available  Tranche C  Facility"  means the  aggregate  for the time
            being of each Lender's Available Tranche C Commitment.

            "Base Currency" means:

            (a)   in relation to Tranche A, US Dollars;

            (b)   in relation to Tranche B, euro; and

            (c)   in relation to Tranche C, Sterling.

            "Base  Currency  Amount" means,  in relation to a  Utilisation,  the
            amount specified in the relevant  Utilisation Request delivered by a
            Borrower  for that  Utilisation  or (if the amount  requested is not
            denominated in the Base Currency for the relevant Tranche  requested
            in that  Utilisation  Request) that amount  converted  into the Base
            Currency for the  relevant  Tranche at the  Facilities  Agent's Spot
            Rate of Exchange on the date which is three Business Days before the
            Utilisation  Date or, if  later,  on the date the  Facilities  Agent
            receives the relevant  Utilisation  Request  adjusted to reflect any
            repayment


                                       7
<PAGE>

            (other  than  a  repayment  arising  from  a  change  of  currency),
            prepayment,  consolidation  or division of the  Utilisation,  and in
            addition  in the  case of a  Bond,  as  adjusted  under  clause  6.9
            (Revaluation of Bonds).

            "Bond" means any bond (including but not limited to surety bonds and
            performance  bonds),   guarantee   (including  but  not  limited  to
            financial guarantees and performance  guarantees),  letter of credit
            (including  but not  limited  to  financial  letters  of credit  and
            performance   letters  of  credit),   indemnity  or  other  deed  of
            obligation issued or to be issued by a Fronting Bank.

            "Bond   Borrower"   means  a  Borrower  who  has  requested  a  Bond
            Utilisation.

            "Bond  Proportion"  means, in relation to a Lender in respect of any
            Bond,  the  proportion  (expressed  as a  percentage)  borne by that
            Lender's  Available  Tranche A Commitment to the Available Tranche A
            Facility  immediately  prior to the issue of that Bond,  adjusted to
            reflect any  assignment  or transfer  under this  Agreement to or by
            that Lender.

            "Bond  Utilisation"  means a utilisation of a Bond under the Bonding
            Facility  (including a renewal of a Bond in  accordance  with clause
            6.8 (Renewal of a Bond)).

            "Bond Utilisation  Request" means a notice substantially in the form
            set out in Part 2 of Schedule 3 (Utilisation Request - Bonds).

            "Bonding  Facility" means the bonding  facility made available under
            Tranche A of this  Agreement as described in clause 6 (Utilisation -
            Bonds) in a maximum amount of US$700,000,000.

            "Borrower"  means an  Original  Borrower or an  Additional  Borrower
            unless it has ceased to be a Borrower in  accordance  with clause 29
            (Changes to the Obligors).

            "Break Costs" means the amount (if any) by which:

            (a)   the interest  (excluding amounts in respect of Margin) which a
                  Lender  should have  received  for the period from the date of
                  receipt of all or any part of its  participation  in a Loan or
                  Unpaid Sum to the last day of the current  Interest  Period in
                  respect of that Loan or Unpaid Sum, had the  principal  amount
                  or  Unpaid  Sum  received  been  paid on the  last day of that
                  Interest Period,

            exceeds:

            (b)   the  amount  which  that  Lender  would be able to  obtain  by
                  placing an amount equal to the principal  amount or Unpaid Sum
                  received by it on deposit  with a leading bank in the Relevant
                  Interbank  Market for a period  starting on the  Business  Day
                  following  receipt or  recovery  and ending on the last day of
                  the current Interest Period.

            "Business  Day"  means a day (other  than a  Saturday  or Sunday) on
            which  banks are open for  general  business  in London and New York
            and:


                                       8
<PAGE>

            (a)   if on that day a payment  in,  or a  purchase  of, a  currency
                  (other  than  euro) is to be  made,  the  principal  financial
                  centre of the country of that currency; or

            (b)   if on that day a payment  in, or a purchase  of, euro is to be
                  made, which is also a TARGET Day.

            "Carnival  Corporation  & plc Group" means the Carnival  Corporation
            Group and the Carnival plc Group.

            "Carnival   Corporation   Group"  means  the  Company  and  all  its
            Subsidiaries from time to time.

            "Carnival  Material  Group Member" means the Company,  Carnival plc,
            each other Obligor or any Material Subsidiary.

            "Carnival  plc Group" means  Carnival  plc and all its  Subsidiaries
            from time to time.

            "Commitment"  means,  at any  time,  in  respect  of a  Lender,  the
            aggregate of that Lender's:

            (a)   Tranche A Commitment;

            (b)   Tranche B Commitment  (for the purpose only of calculating the
                  utilisation  fee  pursuant  to clause 16.4  converted  into US
                  Dollars at the  Facilities  Agent's  Spot Rate of  Exchange at
                  that time); and

            (c)   Tranche C Commitment  (for the purpose only of calculating the
                  utilisation  fee  pursuant  to clause 16.4  converted  into US
                  Dollars at the  Facilities  Agent's  Spot Rate of  Exchange at
                  that time).

            "Compliance  Certificate"  means a certificate  substantially in the
            form set out in Schedule 8 (Form of Compliance Certificate).

            "Confidentiality  Undertaking"  means a confidentiality  undertaking
            substantially  in the form set out in  Schedule  9  (Confidentiality
            Undertaking).

            "CP Programme" means:

            (a)   any US Dollar, euro or Sterling commercial paper programme; or

            (b)   any other short term borrowings having a term of not more than
                  364 days,

            of a member of the Carnival Corporation & plc Group.

            "Deeds of Guarantee" means:

            (a)   the deed of  guarantee  issued by the Company in favour of the
                  Facilities  Agent on behalf of the Finance  Parties in respect
                  of Carnival plc dated on or about the Signing Date; and


                                       9
<PAGE>

            (b)   the deed of guarantee  issued by Carnival plc in favour of the
                  Facilities  Agent on behalf of the Finance  Parties in respect
                  of the Company dated on or about the Signing Date.

            "Default" means:

            (a)   an Event of Default; or

            (b)   any event or  circumstance  specified  in clause 27 (Events of
                  Default)  which would (with the expiry of a grace  period,  or
                  the giving of notice, or any combination of them), be an Event
                  of Default.

            "DLC  Documents"  means  the  agreements,   deeds,  instruments  and
            constituent  documents  related to the Company and Carnival  plc, as
            amended  from time to time,  establishing  the dual  listed  company
            structure  between  the  Company and  Carnival  plc entered  into as
            contemplated by the Offer and  Implementation  Agreement between the
            Company  and  Carnival  plc dated 8th  January,  2003 namely the SVE
            Special Voting Deed,  Carnival  Corporation's  Articles and By-Laws,
            Carnival  plc's  Memorandum and Articles,  the Carnival  Corporation
            Deed  of  Guarantee,  the  P&O  Princess  Guarantee  (as  each  such
            expression is defined in the Equalisation and Governance Agreement),
            the deed between the Company and P&O Princess Cruises plc dated 17th
            April,  2003,  the pairing  agreement  between the Company,  The Law
            Debenture Trust Corporation (Cayman) Limited and SunTrust Bank dated
            17th April,  2003,  the P&O Princess  special voting trust deed made
            between the Company and the Law Debenture Trust Corporation (Cayman)
            Limited dated 17th April,  2003 and the  Equalisation and Governance
            Agreement.

            "Equalisation  and Governance  Agreement" means the equalisation and
            governance  agreement  dated 17 April 2003  between  the Company and
            Carnival plc.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
            as amended from time to time, and the  regulations  promulgated  and
            rulings issued thereunder.

            "EURIBOR" means, in relation to any Loan in euro:

            (a)   the applicable Screen Rate; or

            (b)   (if no Screen Rate is  available  for the  Interest  Period of
                  that Loan) the arithmetic  mean of the rates (rounded  upwards
                  to four decimal places) as supplied to the Facilities Agent at
                  its request quoted by the Reference  Banks to leading banks in
                  the European interbank market,

            as of the  Specified  Time on the  Quotation Day for the offering of
            deposits in euro for a period  comparable to the Interest  Period of
            the relevant Loan.

            "euro",  "EUR"  and  "(euro)"  means  the  single  currency  of  the
            Participating Member States.

            "Event of Default" means any event or circumstance specified as such
            in clause 27 (Events of Default).


                                       10
<PAGE>

            "Excluded Assets" means any assets sold or otherwise  disposed of by
            any person,  provided such person,  directly or  indirectly  has the
            right  to  possession  or use of such  assets  notwithstanding  such
            transfer or other disposition.

            "Expiry Date" means,  in respect of a Bond, the last day of the Term
            of that Bond.

            "Facilities"  means  the  multicurrency  revolving  facilities  made
            available  under  this  Agreement  as  described  in  clause  2 (The
            Facilities).

            "Facilities  Agent's  Spot Rate of  Exchange"  means the  Facilities
            Agent's  spot  rate of  exchange  for  the  purchase  of a  relevant
            currency with US Dollars,  euro or Sterling,  as the case may be, in
            the London  foreign  exchange  market at or about  11:00  a.m.  on a
            particular day.

            "Facility  Office" means the office or offices  notified by a Lender
            to the Facilities  Agent in writing on or before the date it becomes
            a Lender (or,  following  that date,  by not less than five Business
            Days' written notice) as the office or offices through which it will
            perform its obligations under this Agreement.

            "Federal  Funds Rate"  means,  in relation to any day,  the rate per
            annum equal to:

            (a)   the weighted  average of the rates on overnight  Federal funds
                  transactions  with  members of the US Federal  Reserve  System
                  arranged by Federal funds  brokers,  as published for that day
                  (or, if that day is not a Business  Day,  for the  immediately
                  preceding  Business  Day) by the Federal  Reserve  Bank of New
                  York; or

            (b)   if a rate is not so published  for any day which is a Business
                  Day,  the  average  of the  quotations  for  that  day on such
                  transactions  received  by the  Facilities  Agent  from  three
                  Federal funds brokers of recognised  standing  selected by the
                  Facilities Agent.

            "Fee  Letter"  means  any  letter or  letters  dated on or about the
            Signing Date between the Arrangers and the Company,  the  Facilities
            Agent  and  the  Company  or the  Original  Fronting  Banks  and the
            Company,  setting  out any of the  fees  referred  to in  clause  16
            (Fees).

            "Finance Document" means:

            (a)   this Agreement;

            (b)   each Fee Letter;

            (c)   each of the Deeds of Guarantee;

            (d)   each Utilisation Request;

            (e)   a Transfer Certificate (if any);

            (f)   any Accession Letter;

            (g)   any Resignation Letter; and

            (h)   any other document  designated as such by the Facilities Agent
                  and the Company.


                                       11
<PAGE>

            "Finance Party" means the Facilities Agent, an Arranger, a Lender or
            a Fronting Bank.

            "Fronting Bank" means:

            (a)   any Original Fronting Bank;

            (b)   any  Lender  appointed  by the  Company in the  capacity  of a
                  Fronting Bank under clause 28.1.4; and

            (c)   any bank, financial  institution,  trust, fund or other entity
                  which has become a Party in accordance with clause 28 (Changes
                  to the Lenders) in the capacity of Fronting Bank,

            which in each case has not ceased to be a  Fronting  Bank or a Party
            in accordance with the terms of this Agreement.

            "Holding  Company"  means,  in relation to a company or corporation,
            any  other  company  or  corporation  in  respect  of  which it is a
            Subsidiary.

            "Increased Cost" means:

            (a)   a reduction in the rate of return from the  Facilities or on a
                  Finance Party's (or its Affiliate's) overall capital;

            (b)   an additional or increased cost; or

            (c)   a reduction  of any amount due and  payable  under any Finance
                  Document,

            which is  incurred  or  suffered  by a  Finance  Party or any of its
            Affiliates  but only to the extent that it is  attributable  to that
            Finance Party having entered into its Tranche A Commitment,  Tranche
            B Commitment  and/or  Tranche C Commitment  or funding or performing
            its obligations under any Finance Document.

            "Interest Period" means:

            (a)   in relation to a Loan  (other  than a  Swingline  Loan),  each
                  period  determined  in  accordance  with  clause 14  (Interest
                  Periods);

            (b)   in relation to a Swingline  Loan,  each period  determined  in
                  accordance with clause 9.7 (Interest Period); and

            (c)   in  relation  to an Unpaid  Sum,  each  period  determined  in
                  accordance with clause 13.3 (Interest on overdue amounts).

            "Italian  Insolvency  Law" means Royal Decree no. 267 of 16 May 1942
            as amended and supplemented by Law Decree no. 35 of 14 March 2005 as
            converted by Law no. 80 of 14 May 2005.

            "Lender" means:


                                       12
<PAGE>

            (a)   any Original Lender; and

            (b)   any bank, financial  institution,  trust, fund or other entity
                  which has become a Party in accordance with clause 28 (Changes
                  to the Lenders) in the capacity of Lender,

            which in each case has not ceased to be a Party in  accordance  with
            the terms of this Agreement.

            "LIBOR" means,  in relation to any Loan in any currency  (other than
            euro):

            (a)   the applicable Screen Rate; or

            (b)   (if no Screen Rate is  available  for the currency or Interest
                  Period of that Loan) the arithmetic mean of the rates (rounded
                  upwards to four decimal  places) as supplied to the Facilities
                  Agent at its request quoted by the Reference  Banks to leading
                  banks in the London interbank market,

            as of the  Specified  Time on the  Quotation Day for the offering of
            deposits in the currency of that Loan and for a period comparable to
            the Interest Period for that Loan.

            "Loan" means a Loan Utilisation or a Swingline Loan or the principal
            amount  outstanding  for the time being of that Loan  Utilisation or
            Swingline Loan, as the case may be.

            "Loan  Utilisation"  means a loan made or to be made under clause 5,
            including any loan deemed to have been requested under clauses 7.1.2
            and 9.3.2.

            "Loan Utilisation  Request" means a notice substantially in the form
            set out in Part 1 of Schedule 3 (Utilisation Request - Loans).

            "Majority  Lenders"  means,  at any time, a Lender or Lenders  whose
            Commitments  aggregate  more than  66.666% of the Total  Commitments
            (or, if the Total  Commitments  have been  reduced to zero and there
            are no Utilisations then  outstanding,  aggregated more than 66.666%
            of the Total Commitments immediately prior to the reduction).

            "Mandatory  Cost" means the percentage rate per annum  calculated by
            the Facilities  Agent in accordance  with Schedule 4 (Mandatory Cost
            formulae).

            "Margin" means at any time the percentage rate per annum  determined
            at  such  time to be the  margin  in  accordance  with  clause  13.5
            (Margin).

            "Material Adverse Effect" means a material and adverse effect on:

            (a)   the  ability of any Obligor to perform and observe its payment
                  obligations under any Finance Document; and

            (b)   the  financial  condition  of the Carnival  Corporation  & plc
                  Group as a whole.


                                       13
<PAGE>

            "Material  Subsidiary"  means,  at any  time,  a  Subsidiary  of the
            Company or  Carnival  plc whose  gross  assets,  pre-tax  profits or
            turnover  then  equal or exceed 10 per  cent.  of the gross  assets,
            pre-tax profits or turnover of the Carnival Corporation & plc Group.

            For this purpose:

            (a)   the gross assets,  pre-tax profits or turnover of a Subsidiary
                  of the Company or  Carnival  plc will be  determined  from its
                  financial  statements  (consolidated  if it has  Subsidiaries)
                  upon  which the latest  audited  financial  statements  of the
                  Carnival Corporation & plc Group have been based;

            (b)   if a  Subsidiary  of the  Company or  Carnival  plc  becomes a
                  member of the Carnival  Corporation & plc Group after the date
                  on  which  the  latest  audited  financial  statements  of the
                  Carnival Corporation & plc Group have been prepared, the gross
                  assets, pre-tax profits or turnover of that Subsidiary will be
                  determined from its latest financial statements;

            (c)   the gross assets,  pre-tax profits or turnover of the Carnival
                  Corporation  & plc Group  will be  determined  from its latest
                  audited financial statements,  adjusted (where appropriate) to
                  reflect the gross assets,  pre-tax  profits or turnover of any
                  company or business subsequently acquired or disposed of; and

            (d)   if a Material  Subsidiary disposes of all or substantially all
                  of its assets to another member of the Carnival  Corporation &
                  plc  Group,  it  will  immediately  cease  to  be  a  Material
                  Subsidiary  and the other  Subsidiary  (if it is not  already)
                  will immediately become a Material Subsidiary;  the subsequent
                  financial  statements of those  Subsidiaries  and the Carnival
                  Corporation  & plc  Group  will be used to  determine  whether
                  those Subsidiaries are Material Subsidiaries or not.

            If there is a dispute  as to  whether or not a company is a Material
            Subsidiary, a certificate of the auditors of the Company or Carnival
            plc will be, in the absence of manifest error, conclusive.

            "Moody's" means Moody's Investor Services, Inc.

            "Non-Recourse  Financing Arrangement" means a non-recourse financing
            arrangement under which (in the case of Borrowed Money) the lender's
            right of  recourse  is limited to a specific  asset of the  relevant
            member of the Carnival  Corporation & plc Group or in the case of an
            asset or  property,  the asset or  property  is  collateral  for the
            financing and there is no further recourse by the relevant  creditor
            against the general assets of any member of the Carnival Corporation
            & plc Group.

            "Obligor" means a Borrower or a Guarantor.

            "Optional  Currency"  means a currency (other than the Base Currency
            for the relevant Tranche) which complies with the conditions set out
            in clause 10.3 (Conditions relating to Optional Currencies).

            "Original  Financial  Statements"  means  the  audited  consolidated
            financial statements of the Carnival Corporation & plc Group for the
            financial year ended 30 November 2004.

            "Original Obligor" means an Original Borrower or a Guarantor.


                                       14
<PAGE>

            "Overall Tranche A Commitment" of a Lender means:

            (a)   its Tranche A Commitment; or

            (b)   in the  case of a  Swingline  Lender  which  does  not  have a
                  Tranche A  Commitment,  the Tranche A  Commitment  of a Lender
                  which is its Affiliate.

            "Overall Tranche B Commitment" of a Lender means:

            (a)   its Tranche B Commitment; or

            (b)   in the  case of a  Swingline  Lender  which  does  not  have a
                  Tranche B  Commitment,  the Tranche B  Commitment  of a Lender
                  which is its Affiliate.

            "Overall Tranche C Commitment" of a Lender means:

            (a)   its Tranche C Commitment; or

            (b)   in the  case of a  Swingline  Lender  which  does  not  have a
                  Tranche C  Commitment,  the Tranche C  Commitment  of a Lender
                  which is its Affiliate.

            "Participating  Member State" means any member state of the European
            Communities  that  adopts  or has  adopted  the  euro as its  lawful
            currency in accordance  with  legislation of the European  Community
            relating to Economic and Monetary Union.

            "Party" means a party to this Agreement.

            "Pre-Approved  Bond"  means  the  form  and  type of Bond set out in
            Schedule 11 (form of Pre-Approved Bonds).

            "Quotation  Day" means, in relation to any Interest Period for which
            an interest rate is to be determined:

            (a)   (if the currency is Sterling)  the first day of that  Interest
                  Period;

            (b)   (if the currency is euro) two TARGET Days before the first day
                  of that Interest Period; or

            (c)   (for any other  currency)  two Business  Days before the first
                  day of that Interest Period,

            unless market practice differs in the Relevant  Interbank Market for
            a currency,  in which case the  Quotation Day for that currency will
            be determined  by the  Facilities  Agent in  accordance  with market
            practice in the Relevant  Interbank  Market (and if quotations would
            normally be given by leading banks in the Relevant  Interbank Market
            on more than one day,  the  Quotation  Day will be the last of those
            days).

            "Rating  Requirements" means, at any time, in relation to any Lender
            a long term unsubordinated credit rating of:

            (a)   at least Baa1 by Moody's; or


                                       15
<PAGE>

            (b)   at least BBB+ by S&P.

            "Reference Banks" means JPMorgan Chase Bank, N.A., The Royal Bank of
            Scotland plc, Barclays Bank PLC and/or such other banks or financial
            institutions agreed to by the Company and the Facilities Agent.

            "Relevant  Interbank Market" means in relation to euro, the European
            interbank market and, in relation to any other currency,  the London
            interbank market.

            "Renewal  Request" means a Bond  Utilisation  Request  identified as
            being a "Renewal Request" and otherwise complying with clause 6.8.2.

            "Repeating  Representations"  means  the  representations  which are
            deemed  to  be  repeated   under  clause  23.10  (Times  for  making
            representations).

            "Resignation  Letter" means a letter  substantially  in the form set
            out in Schedule 7 (Form of Resignation Letter).

            "Rollover  Loan" means one or more Loans under a Facility in respect
            of the same Tranche:

            (a)   made or to be made on the same day that a maturing Loan is due
                  to be repaid;

            (b)   the  aggregate  amount  of which is equal to or less  than the
                  maturing Loan;

            (c)   in the same  currency as the maturing Loan (unless it arose as
                  a result of the operation of clause 10.2  (Unavailability of a
                  currency)); and

            (d)   made or to be made to the same  Borrower  for the  purpose  of
                  refinancing a maturing Loan.

            "S&P" means Standard & Poor's Rating Services.

            "Screen Rate" means:

            (a)   in relation to LIBOR, the British Bankers Association Interest
                  Settlement Rate for the relevant currency and period; and

            (b)   in  relation  to  EURIBOR,   the  percentage  rate  per  annum
                  determined by the Banking Federation of the European Union for
                  the relevant period,

            displayed on the  appropriate  page of the Telerate  screen.  If the
            relevant page is replaced or the service ceases to be available, the
            Facilities  Agent may, after  consultation  with the Company and the
            Lenders,  specify another page or service displaying the appropriate
            rate.

            "SEC" means the United States Securities Exchange Commission.

            "Security  Interest"  means  a  mortgage,   pledge,   lien,  charge,
            assignment,   hypothecation  or  security   interest  or  any  other
            agreement or arrangement having a similar effect.


                                       16
<PAGE>

            "Signing Date" means the date of this Agreement.

            "Specified Time" means, for any purpose,  a time determined for that
            purpose in accordance with Schedule 10 (Timetables).

            "Sterling",  "GBP" and "(pounds)"  means the lawful  currency of the
            United Kingdom from time to time.

            "Subsidiary" means a subsidiary within the meaning of section 736 of
            the Companies Act 1985.

            "Summary Document" means the summary document (documento di sintesi)
            set out in Schedule 12 (Summary  Document),  drafted pursuant to the
            Bank  of  Italy's   instructions  on  the  transparency  of  banking
            transactions  and services  (Istruzioni  di Vigilanza per le banche,
            Titolo X, Capitolo 1).

            "Swingline  Facilities"  means the swingline  loan  facilities  made
            available  under this  Agreement as described in clause 9 (Swingline
            loans).

            "Swingline Lender" means:

            (a)   an  Original  Lender  listed  in  Part  4 of  Schedule  1 (The
                  Original Parties) as a swingline lender; or

            (b)   any other  person that  becomes a swingline  lender  after the
                  Signing  Date  in  accordance   with  clause  28  (Changes  to
                  Lenders),

            which in each case has not ceased to be a Party in  accordance  with
            the terms of this Agreement.

            "Swingline Loan" means a loan made or to be made under any Swingline
            Facilities.

            "Swingline Loan Utilisation Request" means a notice substantially in
            the form set out in Part 3 of  Schedule  3  (Utilisation  Request  -
            Swingline Loans).

            "Swingline Tranche A Commitment" means:

            (a)   in  relation  to a  Swingline  Lender  under  Tranche A on the
                  Signing  Date,  the amount in the Base  Currency for Tranche A
                  set  opposite its name under the heading  Swingline  Tranche A
                  Commitment in Part 4 of Schedule 1 (The Original  Parties) and
                  the  amount  of  any  other  Swingline  Tranche  A  Commitment
                  transferred to it under this Agreement; and

            (b)   in relation to any other Swingline Lender under Tranche A, the
                  amount in the Base  Currency  for  Tranche A of any  Swingline
                  Tranche A Commitment transferred to it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.

            "Swingline Tranche B Commitment" means:


                                       17
<PAGE>

            (a)   in  relation  to a  Swingline  Lender  under  Tranche B on the
                  Signing  Date,  the amount in the Base  Currency for Tranche B
                  set  opposite its name under the heading  Swingline  Tranche B
                  Commitment in Part 4 of Schedule 1 (The Original  Parties) and
                  the  amount  of  any  other  Swingline  Tranche  B  Commitment
                  transferred to it under this Agreement; and

            (b)   in relation to any other Swingline Lender under Tranche B, the
                  amount in the Base  Currency  for  Tranche B of any  Swingline
                  Tranche B Commitment transferred to it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.

            "Swingline Tranche C Commitment" means:

            (a)   in  relation  to a  Swingline  Lender  under  Tranche C on the
                  Signing  Date,  the amount in the Base  Currency for Tranche C
                  set  opposite its name under the heading  Swingline  Tranche C
                  Commitment in Part 4 of Schedule 1 (The Original  Parties) and
                  the  amount  of  any  other  Swingline  Tranche  C  Commitment
                  transferred to it under this Agreement; and

            (b)   in relation to any other Swingline Lender under Tranche C, the
                  amount in the Base  Currency  for  Tranche C of any  Swingline
                  Tranche C Commitment transferred to it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.

            "TARGET" means  Trans-European  Automated Real-time Gross Settlement
            Express Transfer payment system.

            "TARGET Day" means a day on which TARGET is open for the  settlement
            of payments in euro.

            "Taxes" means any and all present and future taxes, levies, imposts,
            duties,  fees or  charges of  whatever  nature or  withholding  of a
            similar  nature  together  with  interest  thereon and  penalties in
            respect thereof and "Tax" means any one of them.

            "Tax  Deduction"  means a deduction or withholding for or on account
            of Tax from a payment under a Finance Document.

            "Tax Payment"  means a payment made by an Obligor to a Finance Party
            in any way relating to a Tax Deduction or under any indemnity  given
            by that Obligor in respect of Tax under any Finance Document.

            "Term" means,  in respect of a Bond, the period for which a Fronting
            Bank is under a liability under that Bond.

            "Termination  Date"  means,  in relation to each  Tranche,  the date
            which falls five (5) years after the Signing Date as may be extended
            under clause 4.2.


                                       18
<PAGE>

            "Test Date - Bonds" means each date  falling at six month  intervals
            after the Signing Date.

            "Test Total - Bonds" means, at any time, the aggregate in US Dollars
            of each Bond  Utilisation  outstanding at that time, where each Bond
            Utilisation  not  denominated  in US  Dollars is  converted  into US
            Dollars at the  Facilities  Agent's  Spot Rate of  Exchange  at that
            time.

            "Total Bond  Commitments"  means  US$700,000,000 at the date of this
            Agreement.

            "Total Commitments" means, at any time, the aggregate of:

            (a)   the Total Tranche A Commitments;

            (b)   the Total Tranche B Commitments  (converted into US Dollars at
                  the  Facilities  Agent's  Spot Rate of Exchange at that time);
                  and

            (c)   the Total Tranche C Commitments  (converted into US Dollars at
                  the Facilities Agent's Spot Rate of Exchange at that time).

            "Total  Swingline  Tranche A  Commitments"  means,  at any time, the
            aggregate  of  the  Swingline  Tranche  A  Commitments  of  all  the
            Swingline Lenders under Tranche A at that time.

            "Total  Swingline  Tranche B  Commitments"  means,  at any time, the
            aggregate  of  the  Swingline  Tranche  B  Commitments  of  all  the
            Swingline Lenders under Tranche B at that time.

            "Total  Swingline  Tranche C  Commitments"  means,  at any time, the
            aggregate  of  the  Swingline  Tranche  C  Commitments  of  all  the
            Swingline Lenders under Tranche C at that time.

            "Total Tranche A Commitments"  means,  at any time, the aggregate of
            the Tranche A Commitments of all the Lenders at that time.

            "Total Tranche B Commitments"  means,  at any time, the aggregate of
            the Tranche B Commitments of all the Lenders at that time.

            "Total Tranche C Commitments"  means,  at any time, the aggregate of
            the Tranche C Commitments of all the Lenders at that time.

            "Tranche" means:

            (a)   Tranche A;

            (b)   Tranche B; or

            (c)   Tranche C.

            "Tranche A" means the facility made  available by the Lenders to the
            Borrowers under clause 2.1.1(a).

            "Tranche B" means the facility made  available by the Lenders to the
            Borrowers under clause 2.1.1(b).


                                       19
<PAGE>

            "Tranche C" means the facility made  available by the Lenders to the
            Borrowers under clause 2.1.1(c).

            "Tranche A Commitment" means:

            (a)   in  relation  to an  Original  Lender,  the amount in the Base
                  Currency for Tranche A set opposite its name under the heading
                  Tranche A  Commitment  in Part 2 of  Schedule 1 (The  Original
                  Parties)  and the  amount  of any other  Tranche A  Commitment
                  transferred to it under this Agreement; and

            (b)   in  relation  to any  other  Lender,  the  amount  in the Base
                  Currency for Tranche A of any Tranche A Commitment transferred
                  to it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.

            "Tranche A Indemnified  Proportion"  means, in relation to a Lender,
            the  proportion  (expressed as a percentage)  borne by that Lender's
            Available  Tranche A Commitment to the Available Tranche A Facility,
            adjusted to reflect any  assignment or transfer under this Agreement
            to or by that Lender.

            "Tranche B Commitment" means:

            (a)   in  relation  to an  Original  Lender,  the amount in the Base
                  Currency for Tranche B set opposite its name under the heading
                  Tranche B  Commitment  in Part 2 of  Schedule 1 (The  Original
                  Parties)  and the  amount  of any other  Tranche B  Commitment
                  transferred to it under this Agreement; and

            (b)   in  relation  to any  other  Lender,  the  amount  in the Base
                  Currency for Tranche B of any Tranche B Commitment transferred
                  to it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.

            "Tranche B Indemnified  Proportion"  means, in relation to a Lender,
            the  proportion  (expressed as a percentage)  borne by that Lender's
            Available  Tranche B Commitment to the Available Tranche B Facility,
            adjusted to reflect any  assignment or transfer under this Agreement
            to or by that Lender.

            "Tranche C Commitment" means:

            (a)   in  relation  to an  Original  Lender,  the amount in the Base
                  Currency for Tranche C set opposite its name under the heading
                  Tranche C  Commitment  in Part 2 of  Schedule 1 (The  Original
                  Parties)  and the  amount  of any other  Tranche C  Commitment
                  transferred to it under this Agreement; and

            (b)   in  relation  to any  other  Lender,  the  amount  in the Base
                  Currency for Tranche C of any Tranche C Commitment transferred
                  by it under this Agreement,

            to the extent not cancelled, reduced or transferred by it under this
            Agreement.


                                       20
<PAGE>

            "Tranche C Indemnified  Proportion"  means, in relation to a Lender,
            the  proportion  (expressed as a percentage)  borne by that Lender's
            Available  Tranche C Commitment to the Available Tranche C Facility,
            adjusted to reflect any  assignment or transfer under this Agreement
            to or by that Lender.

            "Transfer Certificate" means a certificate substantially in the form
            set out in  Schedule 5 (Form of Transfer  Certificate)  or any other
            form agreed between the Facilities Agent and the Company.

            "Transfer Date" means, in relation to a transfer, the later of:

            (a)   the  proposed   Transfer   Date   specified  in  the  Transfer
                  Certificate; and

            (b)   the date on which the  Facilities  Agent executes the Transfer
                  Certificate.

            "U.K."  means the  United  Kingdom  of Great  Britain  and  Northern
            Ireland.

            "Unpaid  Sum" means any sum due and payable but unpaid by an Obligor
            under the Finance Documents.

            "US Borrower" means a Borrower whose jurisdiction of organisation is
            a state of the United States of America or the District of Columbia.

            "US Dollar", "USD" and "$US" means the lawful currency of the United
            States of America from time to time.

            "Utilisation"  means a Loan  Utilisation,  a Bond  Utilisation and a
            Swingline Loan, as the case may be.

            "Utilisation Date" means the date on which a Utilisation is made.

            "Utilisation  Request"  means  a Loan  Utilisation  Request,  a Bond
            Utilisation Request or a Swingline Loan Utilisation  Request, as the
            case may be.

            "VAT" means  value added tax as provided  for in the Value Added Tax
            Act 1994 and any other tax of a similar nature.

1.2         Construction

1.2.1       The following  definitions have the meanings given to them in clause
            25.1 (Definitions):

            (a)   Borrowed Money;

            (b)   Capital Lease;

            (c)   Consolidated Capital;

            (d)   Consolidated Net Interest Charges;

            (e)   EBITDA;


                                       21
<PAGE>

            (f)   Excluded Indebtedness;

            (g)   GAAP;

            (h)   Indebtedness;

            (i)   Interest;

            (j)   Interest Payable;

            (k)   Interest Receivable;

            (l)   Issued Capital and Consolidated Reserves;

            (m)   Measurement Period; and

            (n)   Testing Date.

1.2.2       In  this  Agreement,   unless  the  contrary  intention  appears,  a
            reference to:

            (a)   an amendment includes a supplement,  novation,  restatement or
                  re-enactment and amended will be construed accordingly;

            (b)   assets includes  present and future  properties,  revenues and
                  rights of every description;

            (c)   an authorisation includes an authorisation, consent, approval,
                  resolution,   licence,  exemption,   filing,  registration  or
                  notarization;

            (d)   Barclays  Capital is a  reference  to  Barclays  Capital,  the
                  investment banking division of Barclays Bank PLC (and all such
                  references shall include Barclays Bank PLC);

            (e)   consolidation  in relation to the Carnival  Corporation  & plc
                  Group means a combination of the relevant  financial  items of
                  the Carnival  Corporation Group and the Carnival plc Group and
                  consolidated will be construed accordingly;

            (f)   disposal  means  a  sale,  transfer,  grant,  lease  or  other
                  disposal,  whether voluntary or involuntary,  and dispose will
                  be construed accordingly;

            (g)   indebtedness  includes  any  obligation  (whether  incurred as
                  principal  or as surety) for the payment or repayment of money
                  whether present or future, actual or contingent;

            (h)   a  person  includes  any  individual,   company,  corporation,
                  partnership, business trust, joint venture, association, joint
                  stock  company,  trust  or other  unincorporated  organization
                  whether or not a legal entity,  or any  governmental or agency
                  or political subdivision thereof;

            (i)   a  regulation   includes  any   regulation,   rule,   official
                  directive,  request or  guideline  (whether  or not having the
                  force of law but,  if not having the force of law,  being of a
                  type with which any Party to which it applies is accustomed to
                  comply)   of   any   governmental,    inter-governmental    or


                                       22
<PAGE>

                  supranational   body,   agency,   department  or   regulatory,
                  self-regulatory   or  other  authority  or  organization  with
                  authority to regulate the business of any affected Party;

            (j)   a currency is a reference to the lawful  currency for the time
                  being of the relevant country;

            (k)   a  Default  being  outstanding  means  that  it has  not  been
                  remedied or waived;

            (l)   a  provision  of law  is a  reference  to  that  provision  as
                  extended,  applied,  amended or  re-enacted  and  includes any
                  subordinate legislation;

            (m)   a clause, a subclause or a schedule is a reference to a clause
                  or subclause of, or a schedule to, this Agreement;

            (n)   a Party or any other person  includes its successors in title,
                  permitted assigns and permitted transferees;

            (o)   a Finance  Document or another document is a reference to that
                  Finance  Document or other  document as amended  including any
                  amendment  providing  for  an  increase  in  the  amount  of a
                  facility or any additional facility; and

            (p)   a time of day is a reference to London time.

1.2.3       Unless the  contrary  intention  appears,  a reference to a month or
            months is a reference to a period  starting on one day in a calendar
            month and ending on the  numerically  corresponding  day in the next
            calendar month or the calendar  month in which it is to end,  except
            that:

            (a)   if the  numerically  corresponding  day is not a Business Day,
                  the period will end on the next Business Day in that month (if
                  there is one) or the preceding Business Day (if there is not);

            (b)   if there is no  numerically  corresponding  day in that month,
                  that period will end on the last  Business  Day in that month;
                  and

            (c)   notwithstanding   sub-paragraph  (a)  above,  a  period  which
                  commences on the last  Business Day of a month will end on the
                  last  Business Day in the next month or the calendar  month in
                  which it is to end, as appropriate.

1.2.4       Unless expressly  provided to the contrary in a Finance Document,  a
            person who is not a party to a Finance  Document may not enforce any
            of its terms under the Contracts  (Rights of Third Parties) Act 1999
            (the Third Parties Act) and, notwithstanding any term of any Finance
            Document,  no  consent  of any  third  party  is  required  for  any
            variation  (including any release or compromise of any liability) or
            termination of that Finance Document.

1.2.5       Unless the contrary intention appears:

            (a)   a reference  to a party will not include  that Party if it has
                  ceased to be a Party under this Agreement;


                                       23
<PAGE>

            (b)   a word or expression used in any other Finance  Document or in
                  any notice given in connection  with any Finance  Document has
                  the same meaning in that Finance Document or notice as in this
                  Agreement; and

            (c)   any obligation of an Obligor under the Finance Documents which
                  is not a payment  obligation  remains  in force for so long as
                  any payment  obligation of an Obligor is or may be outstanding
                  under the Finance Documents.

1.2.6       The headings in this Agreement do not affect its interpretation.

1.2.7       Any reference in this Agreement to:

            (a)   the   Interest   Period   of  a  Bond   will   be   construed,
                  notwithstanding  clause 14.1.2,  as a reference to the Term of
                  that Bond;

            (b)   a Utilisation made or to be made to a Bond Borrower includes a
                  Bond issued on its behalf;

            (c)   an  outstanding  amount  of a Bond at any time is the  maximum
                  amount  that is or may be  payable  by the  Bond  Borrower  in
                  respect of that Bond at that time;

            (d)   amounts  outstanding  under this  Agreement  includes  amounts
                  outstanding under or in respect of a Bond;

            (e)   a Borrower "repaying" or "prepaying" a Bond means:

                  (i)   that Borrower providing cash cover for that Bond;

                  (ii)  the maximum amount payable under that Bond being reduced
                        in accordance with its terms; or

                  (iii) the relevant  Fronting Bank being  satisfied that it has
                        no further liability under that Bond,

                  and the  amount  by which a Bond is repaid  or  prepaid  under
                  clauses  1.2.7(e)(i) and  1.2.7(e)(ii)  above is the amount of
                  the relevant cash cover or reduction; and

            (f)   a Bond Borrower providing "cash cover" for a Bond means a Bond
                  Borrower (or another  Obligor on its behalf)  paying an amount
                  in the  currency  of the Bond or, in  relation  to cash  cover
                  provided   under  clause   6.9.2(b),   US  Dollars,   into  an
                  interest-bearing  account in the name of the Bond Borrower and
                  the following conditions being met:

                  (i)   the account is with the Facilities Agent or the relevant
                        Fronting  Bank (if the cash cover is to be provided  for
                        all the  Lenders) or with a Lender (if the cash cover is
                        to be provided for that Lender);

                  (ii)  withdrawals  from the  account may only be made to pay a
                        Finance  Party  amounts due and payable to it under this
                        Agreement  in respect of that Bond until no amount is or
                        may be outstanding under that Bond; and


                                       24
<PAGE>

                  (iii) the Bond  Borrower (or relevant  Obligor) has executed a
                        security  document  over  that  account,   in  form  and
                        substance  satisfactory  to the Facilities  Agent or the
                        Fronting  Bank or the Lender with which that  account is
                        held,  creating a first ranking  security  interest over
                        that account.

1.2.8       Any reference in this Agreement to:

            (a)   an "Interest  Period"  includes each period  determined  under
                  this  Agreement by reference to which  interest on a Swingline
                  Loan is calculated; and

            (b)   a "Lender"  includes a  Swingline  Lender  unless the  context
                  otherwise requires.

2           The Facilities

2.1         The Facilities

2.1.1       Subject to the terms of this  Agreement,  the Lenders make available
            to the  Borrowers  multicurrency  revolving  facilities in three (3)
            tranches being:

            (a)   a US Dollar facility in an aggregate amount equal to the Total
                  Tranche A Commitments;

            (b)   a euro  facility  in an  aggregate  amount  equal to the Total
                  Tranche B Commitments; and

            (c)   a Sterling  facility in an aggregate amount equal to the Total
                  Tranche C Commitments.

2.1.2       Each Lender  under  Tranche B which lends to  Borrowers  resident in
            Italy must be a Qualifying Lender (as defined in clause 17.10).

2.1.3       If a Borrower is resident in Italy, that Borrower may only request a
            Loan under Tranche B.

2.2         Finance Parties' rights and obligations

2.2.1       The  obligations  of each Finance Party under the Finance  Documents
            are several.  Failure by a Finance Party to perform its  obligations
            under the Finance  Documents does not affect the  obligations of any
            other  Party  under  the  Finance  Documents.  No  Finance  Party is
            responsible for the obligations of any other Finance Party under the
            Finance Documents.

2.2.2       The rights of each  Finance  Party under or in  connection  with the
            Finance  Documents are separate and independent  rights and any debt
            arising  under the  Finance  Documents  to a Finance  Party  from an
            Obligor shall be a separate and independent debt.

2.2.3       A Finance  Party  may,  except as  otherwise  stated in the  Finance
            Documents,   separately   enforce  its  rights   under  the  Finance
            Documents.


                                       25
<PAGE>

3           Purpose

3.1         Purpose

            Each  Borrower  shall  apply all  amounts  utilised  by it under the
            Facilities:

            (a)   by way of Loan Utilisations or Swingline Loans towards general
                  liquidity  and/or  working  capital  purposes of the  Carnival
                  Corporation & plc Group  including but not limited to, (in the
                  case of Swingline Loans) support for any CP Programme; and

            (b)   by way of Bond Utilisations,  for the purposes of securing the
                  commercial obligations specified in the Bond.

3.2         Monitoring

            No Finance  Party is bound to monitor or verify the  utilisation  of
            the Facilities pursuant to this Agreement.

4           Conditions of Utilisation

4.1         Initial conditions precedent

            No Borrower may deliver a Utilisation  Request unless the Facilities
            Agent has received all of the documents and other evidence listed in
            Part 1 of Schedule 2  (Conditions  precedent)  in form and substance
            satisfactory  to the Facilities  Agent.  The Facilities  Agent shall
            notify the Company and the Lenders promptly upon being so satisfied.

4.2         Extension of Termination Date

4.2.1       Subject to clause 4.2.7 below:

            (a)   not more than 90 days nor less than 45 days prior to the first
                  anniversary  of the Signing Date,  the Company may, by written
                  notice to the Facilities  Agent,  request that the Termination
                  Date in  respect  of some or all of each  Lender's  Tranche  A
                  Commitments,   Tranche   B   Commitments   and/or   Tranche  C
                  Commitments  be  extended  to a date  falling on or before the
                  date which is 365 days after the  original  Termination  Date;
                  and

            (b)   if the  Termination  Date  in  respect  of  some or all of the
                  Commitments  is extended  under this clause 4.2  pursuant to a
                  request  under clause  4.2.1(a)  above then,  not more than 90
                  days nor less than 45 days prior to the second  anniversary of
                  the Signing  Date,  the Company may, by written  notice to the
                  Facilities Agent, request that the Termination Date in respect
                  of  some  or  all  of  each  remaining   Lender's   Tranche  A
                  Commitments,   Tranche   B   Commitments   and/or   Tranche  C
                  Commitments  be  extended  to a date  falling on or before the
                  date which is 365 days after the original Termination Date (as
                  extended under clause 4.2.1(a)); and


                                       26
<PAGE>

            (c)   if the  Termination  Date  in  respect  of  some or all of the
                  Tranche A Commitments,  Tranche B Commitments and/or Tranche C
                  Commitments  is not extended under this clause 4.2 pursuant to
                  a request under clause  4.2.1(a)  above then, not more than 90
                  days nor less than 45 days prior to the second  anniversary of
                  the Signing  Date,  the Company may, by written  notice to the
                  Facilities Agent, request that the Termination Date in respect
                  of some or all of each Lender's Tranche A Commitments, Tranche
                  B Commitments  and/or  Tranche C Commitments  be extended to a
                  date falling on or before the date which is 730 days after the
                  original Termination Date.

            Any notice under this clause 4.2 is irrevocable.

4.2.2       The Company may make a request under clause 4.2.1(c) notwithstanding
            it did not make a request under clause 4.2.1(a).

4.2.3       The Facilities  Agent shall  promptly  notify each of the Lenders of
            receipt of such request from the Company.

4.2.4       Each Lender shall notify the Facilities Agent not later than 20 days
            prior to the first  anniversary  of the Signing Date (in the case of
            notification of a request under clause 4.2.1(a) above) or the second
            anniversary  of the Signing Date (in the case of  notification  of a
            request  under clause  4.2.1(b) or clause  4.2.1(c)  above) (in each
            case the  "Notification  Date"),  whether it accepts or rejects  the
            request by the Company.

4.2.5       As soon as practicable and in any event within two (2) Business Days
            after the  Notification  Date, the Facilities Agent shall, by notice
            to the Company and each Lender,  confirm  those  Lenders  which have
            agreed to extend the relevant  Termination Date and those which have
            not.  Upon  receipt  by  the  Company  of  such   notification   the
            Termination  Date will be extended as  requested in respect of those
            Lenders which have consented fully to the extension as requested.

4.2.6       If a Lender  rejects a request by the Company,  does not agree fully
            to extend its Tranche A  Commitments,  Tranche B Commitments  and/or
            Tranche C Commitments  as requested or does not respond prior to the
            Notification Date (which shall be deemed a rejection):

            (a)   the  Termination  Date for that Lender  shall be the  relevant
                  Termination Date before the relevant extension provided always
                  that in respect  of any Lender  which has agreed to extend the
                  Termination  Date in  respect  of its  Tranche  A  Commitment,
                  Tranche B Commitment or Tranche C Commitment in an amount less
                  than that  requested by the Company  under clause  4.2.1(a) or
                  (b)  above  (a  "Part  Extension"),  the  Company  shall be at
                  liberty  to  accept  that  Part  Extension  by  notice  to the
                  Facilities Agent given within two (2) Business Days of receipt
                  of the Facilities Agent's notice under clause 4.2.5, whereupon
                  the  Termination  Date in respect of the Part Extension of the
                  relevant Lender will be extended as so notified; and

            (b)   notwithstanding  any  provision to the  contrary,  the Company
                  may, at any time following a rejection or deemed  rejection by
                  a Lender of any request to extend under clause 4.2.1,  replace
                  that Lender  with one or more new Lenders or existing  Lenders
                  by requiring that Lender to


                                       27
<PAGE>

                  transfer its Tranche A Commitment, Tranche B Commitment and/or
                  Tranche C  Commitment  (or, if the Company has accepted a Part
                  Extension,  any part of that  Lender's  Tranche A  Commitment,
                  Tranche  B  Commitment  and/or  Tranche  C  Commitment  not so
                  extended) and participation at par to such replacement  Lender
                  or Lenders  (which are willing to accept such  transfer on the
                  basis set out in this  clause)  and  without  any  premium  or
                  payment  of  fees  or of  costs  or  expenses  to  or by  such
                  replacement Lender(s) or any Obligor; and

            (c)   any Lender replaced under clause 4.2.6(b) shall be entitled to
                  all accrued interest,  fees and other amounts payable to it at
                  the time of the transfer.

4.2.7       No Lender is under any  obligation  to extend the  Termination  Date
            applicable to its Tranche A Commitment,  Tranche B Commitment and/or
            Tranche C Commitment.  No Termination Date may be extended more than
            twice or beyond the seventh (7th) anniversary of the Signing Date.

5           Utilisation - Loan

5.1         Delivery of a Loan Utilisation Request

5.1.1       A Borrower  may  utilise the  Facilities  for Loan  Utilisations  by
            delivery  to  the   Facilities   Agent  of  a  duly  completed  Loan
            Utilisation Request.

5.1.2       Unless the Facilities  Agent otherwise  agrees,  the latest time for
            receipt by the Facilities Agent of a duly completed Loan Utilisation
            Request  is the  Specified  Time one (1)  Business  Day  before  the
            Quotation Day for the proposed Loan Utilisation.

5.2         Completion of a Loan Utilisation Request

5.2.1       Each  Loan  Utilisation  Request  is  irrevocable  and  will  not be
            regarded as having been duly completed unless:

            (a)   it identifies the Tranche to be utilised;

            (b)   the proposed Utilisation Date is a Business Day falling within
                  the Availability Period;

            (c)   the  currency and amount of the Loan  Utilisation  comply with
                  clause 5.3 (Currency and amount); and

            (d)   the proposed Interest Period complies with clause 14 (Interest
                  Periods).

5.2.2       Only one Loan  Utilisation may be requested in each Loan Utilisation
            Request.

5.2.3       Subject  to  clause  5.2.4,  a  Borrower  may  not  deliver  a  Loan
            Utilisation  Request  for a Loan  Utilisation  if as a result of the
            proposed Loan  Utilisation  more than twelve (12) Loan  Utilisations
            would be outstanding.

5.2.4       For the purposes of clause 5.2.3,  the following  shall not be taken
            into account:


                                       28
<PAGE>

            (a)   a Loan  Utilisation  made  pursuant to clause 7.1.2 to repay a
                  Bond Utilisation or any amount outstanding under a Bond;

            (b)   a Loan  Utilisation  made  pursuant to clause 9.3.2 to repay a
                  Swingline Loan that has become due and payable; and

            (c)   any  Utilisation  made by a single  Lender  under  clause 10.2
                  (Unavailability of a currency).

5.3         Currency and amount

5.3.1       The currency  specified in a Loan  Utilisation  Request  given under
            clause 5.1 must be the Base Currency for the Tranche requested or an
            Optional Currency.

5.3.2       The amount of the proposed Loan Utilisation must be:

            (a)   if the currency selected is the Base Currency:

                  (i)   in respect of Tranche A, a minimum of $US20,000,000  or,
                        if less, the Available Tranche A Facility;

                  (ii)  in respect  of Tranche B, a minimum of  (euro)15,000,000
                        or, if less, the Available Tranche B Facility; or

                  (iii) in respect of Tranche C, a minimum of (pounds)10,000,000
                        or, if less, the Available Tranche C Facility;

            (b)   if the currency  selected is an Optional Currency and does not
                  require the  approval  of the  Facilities  Agent under  clause
                  10.3.1(a):

                  (i)   in respect of Tranche A, a minimum of $US20,000,000  or,
                        if less,  the  Available  Tranche A Facility  (where the
                        amount of the  proposed  Loan  Utilisation  is converted
                        into US Dollars at the  Facilities  Agent's Spot Rate of
                        Exchange on the date of the Loan Utilisation Request);

                  (ii)  in respect  of Tranche B, a minimum of  (euro)15,000,000
                        or, if less, the Available Tranche B Facility (where the
                        amount of the  proposed  Loan  Utilisation  is converted
                        into  euro  at  the  Facilities  Agent's  Spot  Rate  of
                        Exchange on the date of the Loan  Utilisation  Request);
                        or

                  (iii) in respect of Tranche C, a minimum of (pounds)10,000,000
                        or, if less, the Available Tranche C Facility (where the
                        amount of the  proposed  Loan  Utilisation  is converted
                        into  Sterling at the  Facilities  Agent's  Spot Rate of
                        Exchange on the date of the Loan  Utilisation  Request);
                        and

            (c)   if the  currency  selected is an Optional  Currency and it has
                  been approved by the Facilities Agent under clause  10.3.1(a),
                  the minimum  amount  (and,  if  required,  integral  multiple)


                                       29
<PAGE>

                  specified by the  Facilities  Agent  pursuant to clause 10.3.2
                  (Conditions relating to Optional Currencies).

5.4         Lenders' participation

5.4.1       Subject to clause 5.4.2,  the Lenders will only be obliged to comply
            with this clause 5.4  (Lenders'  participation)  if on the  proposed
            Utilisation Date:

            (a)   in the  case  of a  Rollover  Loan  no  Event  of  Default  is
                  outstanding  or would result from the proposed  Rollover  Loan
                  and, in the case of any other Loan Utilisation,  no Default is
                  outstanding   or  would   result   from  the   proposed   Loan
                  Utilisation; and

            (b)   the Repeating  Representations  to be made by each Obligor are
                  correct in all material respects.

5.4.2       The  Lenders  shall be  obliged  to comply  with this  clause 5.4 in
            relation to any Loan  Utilisation  made  pursuant to clause 7.1.2 or
            clause 9.3.2  provided that clause 5.4.1 shall not apply to any such
            Loan  Utilisation,  and the conditions  referred to in clauses 5.4.5
            and 5.4.6  shall be deemed  satisfied  in  relation to any such Loan
            Utilisation.

5.4.3       The Facilities Agent must promptly notify each Lender of the details
            of the requested Loan  Utilisation  (including the amount,  currency
            and Base Currency  Amount) and the amount of each Lender's  share in
            that Loan Utilisation, in each case by the Specified Time.

5.4.4       The amount of each Lender's share in:

            (a)   each  Loan  Utilisation  under  Tranche A will be equal to the
                  proportion  which its Available  Tranche A Commitment bears to
                  the Available  Tranche A Facility  immediately prior to making
                  the Loan Utilisation;

            (b)   each  Loan  Utilisation  under  Tranche B will be equal to the
                  proportion  which its Available  Tranche B Commitment bears to
                  the Available  Tranche B Facility  immediately prior to making
                  the Loan Utilisation; and

            (c)   each  Loan  Utilisation  under  Tranche C will be equal to the
                  proportion  which its Available  Tranche C Commitment bears to
                  the Available  Tranche C Facility  immediately prior to making
                  the Loan Utilisation.

5.4.5       If the  conditions  set out in this Agreement have been satisfied or
            waived,  each  Lender  must make its share in each Loan  Utilisation
            available to the Facilities Agent for the relevant  Borrower through
            its Facility Office on the proposed Utilisation Date.

5.4.6       If,  on the  proposed  Utilisation  Date,  the  Facilities  Agent is
            satisfied  that all  conditions  precedent  have been  satisfied  or
            waived it shall pay the proceeds of each Loan  Utilisation  received
            pursuant  to  clause  5.4.5  above in  accordance  with the  payment
            directions set out in the relevant Loan Utilisation  Request (or, if
            relevant, in accordance with clause 7.1.2 or clause 9.3.2).


                                       30
<PAGE>

6           Utilisation - Bonds

6.1         General

6.1.1       In  determining  the amount of the  Available  Bond  Facility  and a
            Lender's Bond Proportion of a proposed Bond for the purposes of this
            Agreement,  the  Lender's  Available  Tranche A  Commitment  will be
            calculated ignoring any cash cover provided for outstanding Bonds.

6.2         Tranche A

            A Bond Utilisation may only be made under Tranche A.

6.3         Delivery of a Bond Utilisation Request

            A Bond  Borrower  may request a Bond to be issued by delivery to the
            Facilities  Agent of a duly completed Bond  Utilisation  Request not
            later than the Specified  Time (unless a shorter period is agreed by
            the Facilities Agent (and the relevant Fronting Bank)).

6.4         Completion of a Bond Utilisation Request

            Each  Bond  Utilisation  Request  is  irrevocable  and  will  not be
            regarded as having been duly completed unless:

6.4.1       it specifies the Account Party;

6.4.2       it specifies the Fronting Bank;

6.4.3       it  specifies  the identity of the  beneficiary  of the Bond and the
            relevant  Fronting  Bank is not  prevented  by  reason  of  legal or
            regulatory  restrictions  imposed  upon  it from  issuing  a Bond in
            favour of that beneficiary;

6.4.4       the  proposed   Utilisation  Date  is  a  Business  Day  within  the
            Availability Period;

6.4.5       the currency and amount of the Bond comply with clause 6.5 (Currency
            and amount);

6.4.6       the form of the Bond is  attached  and it  complies  with clause 6.6
            (Form and Type of Bond);

6.4.7       the Expiry Date of the Bond falls on or before the Termination Date;
            and

6.4.8       the delivery instructions for the Bond are specified.

6.5         Currency and amount

6.5.1       The currency  specified in a Bond  Utilisation  Request  given under
            clause 6.3 must be the Base  Currency  for  Tranche A or an Optional
            Currency.

6.5.2       The  amount  of the  proposed  Bond  must be an  amount  whose  Base
            Currency  Amount  for  Tranche A is not more than the  lesser of the
            Available Tranche A Facility and the Available Bond Facility.


                                       31
<PAGE>

6.6         Form and Type of Bond

6.6.1       The form and type of instrument of the proposed Bond must be either:

            (a)   substantially  in  the  form  of  and  a  type  of  instrument
                  consistent with one of the Pre-Approved Bonds; or

            (b)   in any other  form and of such  other  type of  instrument  as
                  requested by a Bond  Borrower  (to the extent  required by the
                  relevant  beneficiary)  and approved by the relevant  Fronting
                  Bank (such approval not to be unreasonably  withheld,  delayed
                  or  conditioned)  prior to the  date of the  Bond  Utilisation
                  Request in respect of that Bond.

6.7         Issue of Bonds

6.7.1       If the  conditions set out in clause 6.4 have been met, the relevant
            Fronting Bank shall issue the Bond on the proposed Utilisation Date.

6.7.2       The  relevant  Fronting  Bank will only be  obliged  to comply  with
            clause  6.7.1 above if on the date of the Bond  Utilisation  Request
            or,  as the  case  may  be,  Renewal  Request  and  on the  proposed
            Utilisation Date:

            (a)   in the case of a Bond  renewed in  accordance  with clause 6.8
                  (Renewal  of a Bond),  no Event of  Default is  continuing  or
                  would result from the proposed  Bond  Utilisation  and, in the
                  case of any other Bond  Utilisation,  no Default is continuing
                  or would result from the proposed Bond Utilisation; and

            (b)   the Repeating  Representations  to be made by each Obligor are
                  true in all material respects.

6.7.3       The amount of each Lender's participation in each Bond will be equal
            to  the  proportion  borne  by  its  Lender's  Available  Tranche  A
            Commitment to the Available Tranche A Facility  immediately prior to
            the issue of the Bond.

6.7.4       The  Facilities  Agent shall  determine the Base Currency  Amount of
            each Bond which is to be issued in an  Optional  Currency  and shall
            notify the relevant  Fronting Bank and each Lender of the details of
            the  requested  Bond  and  its  participation  in  that  Bond by the
            Specified Time.

6.8         Renewal of a Bond

6.8.1       A Bond Borrower may request any Bond issued on its behalf be renewed
            by  delivery  to the  Facilities  Agent of a Renewal  Request by the
            Specified Time.

6.8.2       The Finance  Parties shall treat any Renewal Request in the same way
            as a Bond  Utilisation  Request except that the condition set out in
            clauses 6.4.1,  6.4.2 and 6.4.6  (Completion  of a Bond  Utilisation
            Request) shall not apply.


                                       32
<PAGE>

6.8.3       The  terms of each  renewed  Bond  shall be the same as those of the
            relevant Bond immediately prior to its renewal, except that:

            (a)   its amount may be less than the amount of the Bond immediately
                  prior to its renewal; and

            (b)   its Term shall  start on the date which was the Expiry Date of
                  the Bond  immediately  prior to its renewal,  and shall end on
                  the proposed Expiry Date specified in the Renewal Request.

6.8.4       If the  conditions  set out in this  clause  6.8 have been met,  the
            relevant Fronting Bank shall amend and re-issue any Bond pursuant to
            a Renewal Request.

6.9         Revaluation of Bonds

6.9.1       If any outstanding Bond is denominated in an Optional Currency,  the
            Facilities  Agent  shall on each Test Date - Bonds  recalculate  the
            Base  Currency  Amount  for  Tranche  A of that  Bond by  notionally
            converting  into US Dollars the  outstanding  amount of that Bond on
            the basis of the  Facilities  Agent's  Spot Rate of  Exchange on the
            date of calculation.

6.9.2       If on any Test Date - Bonds (i) the Test Total - Bonds  exceeds (ii)
            the Total Bond  Commitments,  each of the Bond  Borrowers  will,  if
            requested by the Facilities  Agent within three Business Days of the
            Test Date - Bonds, ensure that within three Business Days of receipt
            of such request either (at the discretion of the Bond Borrowers):

            (a)   sufficient  Bonds are cancelled so that the Test Total - Bonds
                  does not exceed the Total Bond Commitments; and/or

            (b)   the  Facilities  Agent receives cash cover in US Dollars which
                  when  aggregated  with  all  other  amounts  then  held by the
                  Facilities  Agent as cash  cover  under this  Agreement,  will
                  result in the Facilities Agent holding cash cover in an amount
                  not less  than the  amount  by  which  the Test  Total - Bonds
                  exceeds the Total Bond Commitments.

6.9.3       If on any Test Date - Bonds (i) the Total  Bond  Commitments  exceed
            (ii)  the Test  Total - Bonds,  the  Facilities  Agent  shall to the
            extent  that it holds  cash  cover as a result of the  operation  of
            clause  6.9.2(b)  repay to the Bond  Borrowers  (or  other  relevant
            Obligors) an amount equal to the lesser of the amount of such excess
            and the amount of such cash cover held by it.

6.9.4       All cash cover held by the  Facilities  Agent  under this clause 6.9
            shall be repaid to the Bond Borrowers (or other  relevant  Obligors)
            on the Expiry  Date of any Bond if upon that expiry no other Bond is
            then outstanding.


                                       33
<PAGE>

7           Bonds

7.1         Immediately payable

7.1.1       If a claim is made under a Bond, the Bond Borrower  which  requested
            that Bond shall pay to the  Facilities  Agent for the account of the
            relevant Fronting Bank the amount of that claim within five Business
            Days of demand.

7.1.2       If the  relevant  Bond  Borrower  does not repay such amount in full
            within five Business Days of demand by the relevant Fronting Bank:

            (a)   subject to sub-clause (d) below, the Bond Borrower will on the
                  immediately following Business Day be deemed to have delivered
                  a  Loan  Utilisation  Request  under  Tranche  A  for  a  Loan
                  Utilisation  in an amount  equal to, and in the same  currency
                  as, the amount  demanded  under  clause 7.1.1 with an Interest
                  Period of two weeks and a Utilisation Date of the Business Day
                  following the deemed date of the Loan Utilisation Request;

            (b)   the  amount  of each  Lender's  share in the Loan  Utilisation
                  shall be determined in accordance with clause 5.4;

            (c)   the  Facilities  Agent will pay to the relevant  Fronting Bank
                  the  amount  deemed  requested  by  the  Bond  Borrower  under
                  paragraph  (a)  above  in  full   satisfaction   of  the  Bond
                  Borrower's  obligations  under  clause  7.1.1  and a pro tanto
                  discharge  of the Bond  Borrower's  obligations  under  clause
                  7.3.1; and

            (d)   in any case where the Bond  Borrower  is not  permitted  under
                  this  Agreement to utilise  Tranche A by way of Loan, the Loan
                  Utilisation   shall  be  deemed  requested  under  Tranche  B,
                  provided  that if the amount of the  Utilisation  would exceed
                  the  Available  Tranche B  Facility,  then the  amount of such
                  excess  shall  constitute a Loan  Utilisation  by Carnival plc
                  under  Tranche A (and then  Tranche C to the extent  that Loan
                  Utilisation  under Tranche A exceeds the  Available  Tranche A
                  Facility) in each case with an Interest Period of two weeks.

7.2         Claims under a Bond

7.2.1       The Bond Borrower  irrevocably  and  unconditionally  authorises the
            relevant Fronting Bank to pay any claim made or purported to be made
            under a Bond  requested by it and which appears on its face to be in
            order (a "claim").

7.2.2       The relevant  Fronting  Bank shall  examine the claim made under any
            Bond in accordance  with the criteria set out in the Uniform Customs
            and  Practices for  Documentary  Credits,  International  Chamber of
            Commerce,  publication No. 500 (or any subsequent  revision thereof)
            ("UCP 500"),  whether or not the Bond is or is stated to be governed
            by UCP 500,  and  accordingly  the  responsibility  of the  relevant
            Fronting  Bank shall be limited to  ascertaining  that the documents
            constituting the claim appear on their face to be in accordance with
            the relevant  Bond,  properly  completed and in compliance  with the
            requirements  of this  Agreement  and,  subject  to the terms of the
            Bond, the UCP 500.


                                       34
<PAGE>

7.2.3       Each Bond Borrower acknowledges that the relevant Fronting Bank:

            (a)   is not  obliged  to carry  out any  investigation  or seek any
                  confirmation from any other person before paying a claim other
                  than set out in clause 7.2.2; and

            (b)   deals in  documents  only and will not be  concerned  with the
                  legality  of a  claim  or any  underlying  transaction  or any
                  available  set-off,  counterclaim  or  other  defence  of  any
                  person.

7.2.4       Without  prejudice  to the limits on the  liability  of the Borrower
            under  clause  7.3.1  or  against  any  Fronting  Bank at  law,  the
            obligations  of a Bond  Borrower  under  this  clause  7 will not be
            affected by:

            (a)   the  sufficiency,  accuracy or genuineness of any claim or any
                  other document; or

            (b)   any  incapacity of, or limitation on the powers of, any person
                  signing a claim or other document.

7.3         Indemnities

7.3.1       Each  Bond  Borrower  shall  immediately  on  demand  indemnify  the
            relevant Fronting Bank against any cost, loss or liability  incurred
            by that  Fronting  Bank  (otherwise  than by reason of that Fronting
            Bank's  breach  of  this  Agreement,   gross  negligence  or  wilful
            misconduct) as a direct consequence of, or in the performance of its
            obligations or the exercise of its rights under,  any Bond requested
            by that Bond Borrower.

7.3.2       Each Lender shall (according to its Bond Proportion)  immediately on
            demand (such demand to be made no earlier than seven  Business  Days
            following  a  demand  on  the  Bond  Borrower  under  clause  7.3.1)
            indemnify  the  relevant  Fronting  Bank  against any cost,  loss or
            liability  incurred by that Fronting Bank  (otherwise than by reason
            of that Fronting  Bank's gross  negligence or wilful  misconduct) in
            acting as the  relevant  Fronting  Bank under any Bond  (unless that
            Fronting  Bank has  been  reimbursed  by an  Obligor  pursuant  to a
            Finance Document).

7.3.3       If any Lender is not permitted (by its  constitutional  documents or
            any  applicable  law) to comply with clause 7.3.2  above,  then that
            Lender  will not be obliged to comply  with  clause  7.3.2 and shall
            instead be deemed to have taken,  on the date the Bond is issued (or
            if  later,  on the date the  Lender's  participation  in the Bond is
            transferred  or assigned to the Lender in accordance  with the terms
            of this Agreement),  an undivided  interest and participation in the
            Bond in an amount  equal to its Bond  Proportion  of that  Bond.  On
            receipt of demand from the Facilities  Agent,  that Lender shall pay
            to the  Facilities  Agent (for the account of the relevant  Fronting
            Bank) an amount equal to its Bond  Proportion of the amount demanded
            under clause 7.3.2 above.

7.3.4       The relevant Bond Borrower shall immediately on demand reimburse any
            Lender for any payment it makes to the relevant  Fronting Bank under
            this clause 7.3 (Indemnities) in respect of that Bond.


                                       35
<PAGE>

7.3.5       The  obligations  of each Lender  under this  clause are  continuing
            obligations and will extend to the ultimate  balance of sums payable
            by  that  Lender  in  respect  of  any  Bond,   regardless   of  any
            intermediate payment or discharge in whole or in part.

7.3.6       The obligations of any Lender under this clause will not be affected
            by any act,  omission,  matter or thing which,  but for this clause,
            would reduce, release or prejudice any of its obligations under this
            clause  (without  limitation  and  whether or not known to it or any
            other person) including:

            (a)   any time,  waiver or consent granted to, or composition  with,
                  any Obligor, any beneficiary under a Bond or other person;

            (b)   the release of any other Obligor or any other person under the
                  terms of any composition or arrangement;

            (c)   the  taking,  variation,   compromise,  exchange,  renewal  or
                  release  of, or  refusal or  neglect  to  perfect,  take up or
                  enforce,  any rights against,  or security over assets of, any
                  Obligor,  any beneficiary  under a Bond or other person or any
                  non-presentation  or  non-observance of any formality or other
                  requirement  in respect of any  instrument  or any  failure to
                  realise the full value of any security;

            (d)   any   incapacity   or  lack  of  power,   authority  or  legal
                  personality  of or  dissolution  or change in the  members  or
                  status  of an  Obligor,  any  beneficiary  under a Bond or any
                  other person;

            (e)   any  amendment  (however  fundamental)  or  replacement  of  a
                  Finance Document, any Bond or any other document or security;

            (f)   any   unenforceability,   illegality   or  invalidity  of  any
                  obligation of any person under any Finance Document,  any Bond
                  or any other document or security; or

            (g)   any insolvency or similar proceedings.

7.4         Rights of contribution

            No  Obligor  will  be  entitled  to any  right  of  contribution  or
            indemnity  from any  Finance  Party in respect of any payment it may
            make under this clause 7.

8           Utilisation - Swingline Loan

8.1         General

8.1.1       The following provisions do not apply to Swingline Loans:

            (a)   clause 5 (Utilisation);

            (b)   clause 10 (Optional currencies);


                                       36
<PAGE>

            (c)   clause 13  (Interest)  as it  applies  to the  calculation  of
                  interest on a Loan  Utilisation but not default interest on an
                  overdue amount;

            (d)   clause 14 (Interest Periods); and

            (e)   in respect  of  Swingline  Loans  under  Tranche A,  clause 15
                  (Changes to the calculation of interest).

8.2         Delivery of a Swingline Loan Utilisation Request

8.2.1       A Borrower may utilise the  Swingline  Facilities by delivery to the
            Facilities  Agent of a duly  completed  Swingline  Loan  Utilisation
            Request not later than the Specified  Time (unless a shorter  period
            is agreed by the Facilities Agent).

8.2.2       Each  Swingline  Loan  Utilisation  Request  must  be  sent  to  the
            Facilities Agent to:

            (a)   the address in New York City notified by the Facilities  Agent
                  for this purpose (in the case of Tranche A);

            (b)   the  address in London  notified by the  Facilities  Agent for
                  this purpose (in the case of Tranche B); or

            (c)   the  address in London  notified by the  Facilities  Agent for
                  this purpose (in the case of Tranche C),

            in each case  with a copy to its  address  referred  to in clause 35
            (Notices).

8.3         Completion of a Swingline Loan Utilisation Request

8.3.1       Each Swingline Loan Utilisation  Request is irrevocable and will not
            be regarded as having been duly completed unless:

            (a)   it identifies the Borrower;

            (b)   it specifies that it is for a Swingline Loan;

            (c)   the  proposed  Utilisation  Date is a Business  Day within the
                  Availability Period;

            (d)   it identifies the relevant Tranche;

            (e)   the  currency  and amount of the  Swingline  Loan  comply with
                  clause 8.4 (Currency and amount); and

            (f)   the proposed Interest Period:

                  (i)   does not overrun the Termination Date;

                  (ii)  is a period of not more than five Business Days; and

                  (iii) ends on a Business Day.


                                       37
<PAGE>

8.3.2       Only one  Swingline  Loan may be  requested in each  Swingline  Loan
            Utilisation Request.

8.4         Currency and amount

8.4.1       The currency specified in a Swingline Loan Utilisation Request given
            under  clause  8.3  must  be  the  Base  Currency  for  the  Tranche
            requested.

8.4.2       The amount of the proposed Swingline Loan must be in respect of:

            (a)   Tranche  A, a  minimum  of  $US10,000,000  or,  if  less,  the
                  Available  Swingline  Tranche A Facility and not more than the
                  lesser of the Available  Swingline  Tranche A Facility and the
                  Available Tranche A Facility;

            (b)   Tranche  B, a minimum  of  (euro)10,000,000  or, if less,  the
                  Available  Swingline  Tranche B Facility and not more than the
                  lesser of the Available  Swingline  Tranche B Facility and the
                  Available Tranche B Facility; or

            (c)   Tranche C, a minimum of  (pounds)10,000,000  or, if less,  the
                  Available  Swingline  Tranche C Facility and not more than the
                  lesser of the Available  Swingline  Tranche C Facility and the
                  Available Tranche C Facility.

8.5         Swingline Lenders' participation

8.5.1       If the  conditions  set out in this  Agreement  have been met,  each
            Swingline Lender shall make its participation in each Swingline Loan
            available  through its Facility Office in New York City, in the case
            of Tranche A, London or Milan, in the case of Tranche B, and London,
            in the case of Tranche C.

8.5.2       The  Swingline  Lenders  will only be obliged to comply  with clause
            8.5.1 above if on the date of the Swingline Loan Utilisation Request
            and on the proposed Utilisation Date:

            (a)   no Default is  continuing  or would  result from the  proposed
                  Swingline Loan; and

            (b)   the Repeating  Representations  to be made by each Obligor are
                  true in all material respects.

8.5.3       The amount of each Swingline Lender's participation in:

            (a)   each  Swingline  Loan  under  Tranche  A will be  equal to the
                  proportion which its Available  Swingline Tranche A Commitment
                  bears  to  the   Available   Swingline   Tranche  A   Facility
                  immediately prior to making the Swingline Loan;

            (b)   each  Swingline  Loan  under  Tranche  B will be  equal to the
                  proportion which its Available  Swingline Tranche B Commitment
                  bears  to  the   Available   Swingline   Tranche  B   Facility
                  immediately prior to making the Swingline Loan; and

            (c)   each  Swingline  Loan  under  Tranche  C will be  equal to the
                  proportion which its Available  Swingline Tranche C Commitment
                  bears  to  the   Available   Swingline   Tranche  C   Facility
                  immediately prior to making the Swingline Loan,


                                       38
<PAGE>

            in each case,  adjusted to take account of any limit  applying under
            clause 8.6 (Relationship with the Facilities).

8.5.4       The  Facilities  Agent shall  notify  each  Lender for a  particular
            Tranche of the amount of each Swingline Loan under that Tranche, and
            in addition shall notify each Swingline Lender under that Tranche of
            the amount of its participation in that Swingline Loan, in each case
            by the Specified Time.

8.6         Relationship with the Facilities

8.6.1       This clause applies when a Swingline Loan is outstanding or is to be
            borrowed  following  the  issue  of  a  Swingline  Loan  Utilisation
            Request.

8.6.2       The Facilities may be used by way of Swingline  Loans. The Swingline
            Facilities  are not  independent of Tranche A, Tranche B and Tranche
            C.

8.6.3       Notwithstanding  any other term of this  Agreement  a Lender is only
            obliged to participate in a:

            (a)   Loan under Tranche A to the extent that it would not result in
                  the Base Currency  Amount of its  participation  and that of a
                  Lender  which  is its  Affiliate  in  Loans  under  Tranche  A
                  exceeding its Overall Tranche A Commitment;

            (b)   Loan under Tranche B to the extent that it would not result in
                  the Base Currency  Amount of its  participation  and that of a
                  Lender  which  is its  Affiliate  in  Loans  under  Tranche  B
                  exceeding its Overall Tranche B Commitment; and

            (c)   Loan under Tranche C to the extent that it would not result in
                  the Base Currency  Amount of its  participation  and that of a
                  Lender  which  is its  Affiliate  in  Loans  under  Tranche  C
                  exceeding its Overall Tranche C Commitment.

8.6.4       Where,  but for the  operation of clause  8.6.3,  the Base  Currency
            Amount  of a  Lender's  participation  in Loans and that of a Lender
            which is its Affiliate:

            (a)   under  Tranche A would have  exceeded  its  Overall  Tranche A
                  Commitment,  the excess  will be  apportioned  among the other
                  Lenders participating in the relevant Loan under Tranche A pro
                  rata according to their Tranche A Commitments;

            (b)   under  Tranche B would have  exceeded  its  Overall  Tranche B
                  Commitment,  the excess  will be  apportioned  among the other
                  Lenders participating in the relevant Loan under Tranche B pro
                  rata according to their Tranche B  Commitments;  and

            (c)   under  Tranche C would have  exceeded  its  Overall  Tranche C
                  Commitment,  the excess  will be  apportioned  among the other
                  Lenders participating in the relevant Loan under Tranche C pro
                  rata according to their Tranche C Commitments.

            The calculations under this clause 8.6.4 will be applied as often as
            necessary until the Loan is apportioned  among the relevant  Lenders
            in a manner consistent with clause 8.6.3 above.


                                       39
<PAGE>

9           Swingline Loans

9.1         Swingline Facilities

            Subject to the terms of this Agreement:

            (a)   the Swingline  Lenders  under Tranche A make  available to the
                  Borrowers a US Dollar  swingline loan facility in an aggregate
                  amount equal to the Total Swingline Tranche A Commitments;

            (b)   the Swingline  Lenders  under Tranche B make  available to the
                  Borrowers  a euro  swingline  loan  facility  in an  aggregate
                  amount equal to the Total Swingline Tranche B Commitments; and

            (c)   the Swingline  Lenders  under Tranche C make  available to the
                  Borrowers a Sterling  swingline  loan facility in an aggregate
                  amount equal to the Total Swingline Tranche C Commitments.

9.2         Purpose

9.2.1       Each  Borrower  shall  apply all  amounts  borrowed  by it under the
            Swingline  Facilities  towards  refinancing  any  note,  instrument,
            facility or borrowing maturing under a CP Programme.

9.2.2       A Swingline  Loan may not be applied in repayment or  prepayment  of
            another Swingline Loan.

9.3         Repayment

9.3.1       Each  Borrower  that has drawn a  Swingline  Loan  shall  repay that
            Swingline Loan on the last day of its Interest Period.

9.3.2       If the Borrower does not comply with clause 9.3.1:

            (a)   the  Borrower  will  be  deemed  to  have   delivered  a  Loan
                  Utilisation   Request   (without   the  need  to  satisfy  any
                  conditions   precedent  as  otherwise   required   under  this
                  Agreement)  under the relevant  Tranche to which the Swingline
                  Loan relates for a Loan Utilisation in an amount equal to, and
                  in the same currency as, the amount payable under clause 9.3.1
                  with an Interest Period of two weeks;

            (b)   the  amount  of each  Lender's  share in the Loan  Utilisation
                  shall be determined in accordance with clause 5.4; and

            (c)   the  Facilities  Agent  will  pay  to the  relevant  Swingline
                  Lenders the amount  requested by the Borrower under  paragraph
                  (a) above in full satisfaction of its obligations under clause
                  9.3.1.

9.4         Indemnities

9.4.1       Where a  Swingline  Loan  cannot  by  reason  of  applicable  law be
            refinanced with a Loan Utilisation under clause 9.3.2:


                                       40
<PAGE>

            (a)   each Lender under Tranche A shall  (according to its Tranche A
                  Indemnified  Proportion)  immediately on demand indemnify each
                  Swingline  Lender  under  Tranche A against any cost,  loss or
                  liability incurred by that Swingline Lender (otherwise than by
                  reason of that Swingline  Lender's gross  negligence or wilful
                  misconduct)  in acting as a  Swingline  Lender of a  Swingline
                  Loan under  Tranche A (unless that  Swingline  Lender has been
                  reimbursed by an Obligor pursuant to a Finance Document);

            (b)   each Lender under Tranche B shall  (according to its Tranche B
                  Indemnified  Proportion)  immediately on demand indemnify each
                  Swingline  Lender  under  Tranche B against any cost,  loss or
                  liability incurred by that Swingline Lender (otherwise than by
                  reason of that Swingline  Lender's gross  negligence or wilful
                  misconduct)  in acting as a  Swingline  Lender of a  Swingline
                  Loan under  Tranche B (unless that  Swingline  Lender has been
                  reimbursed by an Obligor pursuant to a Finance Document); and

            (c)   each Lender under Tranche C shall  (according to its Tranche C
                  Indemnified  Proportion)  immediately on demand indemnify each
                  Swingline  Lender  under  Tranche C against any cost,  loss or
                  liability incurred by that Swingline Lender (otherwise than by
                  reason of that Swingline  Lender's gross  negligence or wilful
                  misconduct)  in acting as a  Swingline  Lender of a  Swingline
                  Loan under  Tranche C (unless that  Swingline  Lender has been
                  reimbursed by an Obligor pursuant to a Finance Document).

9.4.2       The relevant  Borrower  shall  immediately  on demand  reimburse any
            Lender for any  payment it makes to a  Swingline  Lender  under this
            clause 9.4 (Indemnities) in respect of that Swingline Loan.

9.4.3       The  obligations  of each Lender  under this  clause are  continuing
            obligations and will extend to the ultimate  balance of sums payable
            by that Lender in respect of any Swingline  Loan,  regardless of any
            intermediate payment or discharge in whole or in part.

9.4.4       The obligations of any Lender under this clause will not be affected
            by any act,  omission,  matter or thing which,  but for this clause,
            would reduce, release or prejudice any of its obligations under this
            clause  (without  limitation  and  whether or not known to it or any
            other person) including:

            (a)   any time,  waiver or consent granted to, or composition  with,
                  any Obligor or other person;

            (b)   the release of any other Obligor or any other person under the
                  terms of any composition or arrangement;

            (c)   the  taking,  variation,   compromise,  exchange,  renewal  or
                  release  of, or  refusal or  neglect  to  perfect,  take up or
                  enforce,  any rights against,  or security over assets of, any
                  Obligor   or  other   person   or  any   non-presentation   or
                  non-observance  of  any  formality  or  other  requirement  in
                  respect of any  instrument  or any failure to realise the full
                  value of any security;

            (d)   any   incapacity   or  lack  of  power,   authority  or  legal
                  personality  of or  dissolution  or change in the  members  or
                  status of an Obligor or any other person;


                                       41
<PAGE>

            (e)   any  amendment  (however  fundamental)  or  replacement  of  a
                  Finance Document or any other document or security;

            (f)   any   unenforceability,   illegality   or  invalidity  of  any
                  obligation  of any person  under any  Finance  Document or any
                  other document or security; or

            (g)   any insolvency or similar proceedings.

9.4.5       No  Obligor  will  be  entitled  to any  right  of  contribution  or
            indemnity  from any  Finance  Party in respect of any payment it may
            make under this clause 9.4.

9.5         Voluntary Prepayment of Swingline Loans

9.5.1       The  Borrower to which a Swingline  Loan has been made may prepay at
            any time the whole of that Swingline Loan.

9.5.2       Any  prepayment  shall be made with  accrued  interest  and  without
            premium or penalty.

9.5.3       Unless a contrary indication appears in this Agreement,  any part of
            the  Swingline  Facilities  which is prepaid  may be  reborrowed  in
            accordance with the terms of this Agreement.

9.6         Interest

9.6.1       The rate of interest on each  Swingline  Loan for any day during its
            Interest Period is:

            (a)   for Swingline Loans under Tranche A, the higher of:

                  (i)   the  prime   commercial   lending  rate  in  US  Dollars
                        announced by the Facilities  Agent at the Specified Time
                        and in force on that day; and

                  (ii)  0.50 per  cent.  per  annum  over  the  rate  per  annum
                        determined  by the  Facilities  Agent to be the  Federal
                        Funds Rate (as published by the Federal  Reserve Bank of
                        New York) for that day;

            (b)   for Swingline  Loans under Tranche B, the percentage  rate per
                  annum equal to the aggregate of:

                  (i)   the applicable Margin;

                  (ii)  the  arithmetic  mean of the rates  (rounded  up to four
                        decimal  places) as supplied to the Facilities  Agent at
                        its request by the  Reference  Banks to leading banks in
                        the European  Interbank  Market as of 11:00am  (Brussels
                        time) on the  Utilisation  Date for that  Swingline Loan
                        for  the  offering  of  deposits  in euro  for a  period
                        comparable  to the  Interest  Period  for  the  relevant
                        Swingline Loan and for settlement on that day; and

                  (iii) Mandatory Cost (if any);

            (c)   for Swingline  Loans under Tranche C the  percentage  rate per
                  annum equal to the aggregate of:


                                       42
<PAGE>

                  (i)   the applicable Margin;

                  (ii)  LIBOR; and

                  (iii) Mandatory Cost, if any;

9.6.2       The Facilities Agent shall promptly notify the Swingline Lenders and
            the relevant  Borrower of the  determination of the rate of interest
            under clause 9.6.1 above.

9.6.3       Each Borrower shall pay accrued interest on each Swingline Loan made
            to it on the last day of its Interest Period.

9.7         Interest Period

9.7.1       Each Swingline Loan has one Interest Period only.

9.7.2       The  Interest  Period for a  Swingline  Loan must be selected in the
            relevant Swingline Loan Utilisation Request.

9.8         Facilities Agent

9.8.1       The  Facilities  Agent may  perform  its  duties in  respect  of the
            Swingline Facilities through an Affiliate acting as its agent.

9.8.2       Notwithstanding  any  other  term  of  this  Agreement  and  without
            limiting the liability of any Obligor  under the Finance  Documents,
            each  Lender  shall  (in  proportion  to  its  share  of  the  Total
            Commitments or, if the Total Commitments are then zero, to its share
            of the Total  Commitments  immediately  prior to their  reduction to
            zero)  pay  to or  indemnify  the  Facilities  Agent,  within  three
            Business Days of demand,  for or against any cost, loss or liability
            incurred by any  Affiliate  of the  Facilities  Agent (other than by
            reason of such Affiliate's gross negligence or wilful misconduct) in
            acting as Facilities  Agent for the Swingline  Facilities  under the
            Finance  Documents  (unless such Affiliate has been reimbursed by an
            Obligor pursuant to a Finance Document).

9.9         Conditions of assignment or transfer

9.9.1       Notwithstanding any other term of this Agreement,  each Lender shall
            ensure that at all times its  Overall  Tranche A  Commitment  is not
            less than:

            (a)   its Swingline Tranche A Commitment; or

            (b)   if it does not have a  Swingline  Tranche  A  Commitment,  the
                  Swingline  Tranche  A  Commitment  of a  Lender  which  is its
                  Affiliate.

9.9.2       Notwithstanding any other term of this Agreement,  each Lender shall
            ensure that at all times its  Overall  Tranche B  Commitment  is not
            less than:

            (a)   its Swingline Tranche B Commitment; or


                                       43
<PAGE>

            (b)   if it does not have a  Swingline  Tranche  B  Commitment,  the
                  Swingline  Tranche  B  Commitment  of a  Lender  which  is its
                  Affiliate.

9.9.3       Notwithstanding any other term of this Agreement,  each Lender shall
            ensure that at all times its  Overall  Tranche C  Commitment  is not
            less than:

            (a)   its Swingline Tranche C Commitment; or

            (b)   if it does not have a  Swingline  Tranche  C  Commitment,  the
                  Swingline  Tranche  C  Commitment  of a  Lender  which  is its
                  Affiliate.

10          Optional Currencies

10.1        Selection of currency

            A Borrower (or the Company on behalf of a Borrower) shall select the
            currency of a Loan Utilisation in a Loan  Utilisation  Request and a
            Bond Utilisation in a Bond Utilisation Request.

10.2        Unavailability of a currency

10.2.1      If before the Specified Time on any Quotation Day:

            (a)   a Lender  notifies  the  Facilities  Agent  that the  Optional
                  Currency  requested  is  not  readily  available  to it in the
                  amount required; or

            (b)   a Lender  notifies the Facilities  Agent that  compliance with
                  its  obligation  to  participate  in a Loan  in  the  proposed
                  Optional   Currency  would  contravene  a  law  or  regulation
                  applicable to it,

            the  Facilities  Agent  will  give  notice  to the  Company  and the
            relevant  Borrower  promptly  and in any  event  no  later  than the
            Specified Time on that day.

10.2.2      Any Lender  that gives  notice  pursuant  to clause  10.2.1  will be
            required to  participate  in the Loan in the Base  Currency  for the
            Tranche requested (in an amount equal to that Lender's proportion of
            the Base  Currency  Amount  for that  Tranche  or, in  respect  of a
            Rollover  Loan, an amount equal to that  Lender's  proportion of the
            Base  Currency  Amount for that Tranche of the Rollover Loan that is
            due to be made) and its participation  will be treated as a separate
            Loan  denominated  in the Base Currency for that Tranche during that
            Interest Period.

10.2.3      Any part of a Loan treated as a separate Loan under this clause 10.2
            will not be taken into  account for the purposes of any limit on the
            number of Loans outstanding at any one time.

10.2.4      A Loan  will  still  be  treated  as a  Rollover  Loan  if it is not
            denominated  in the same  currency as the maturing Loan by reason of
            the operation of this clause 10.2.


                                       44
<PAGE>

10.3        Conditions relating to Optional Currencies

10.3.1      A currency will  constitute an Optional  Currency in relation to any
            Utilisation if it is not the relevant Base Currency and if either:

            (a)   it is  freely  convertible  into  the  Base  Currency  for the
                  relevant Tranche readily  available in the amount requested in
                  the Relevant  Interbank  Market on the  Quotation  Day and the
                  Utilisation Date for that Utilisation and has been approved by
                  the Facilities  Agent (acting on the  instructions  of all the
                  Lenders on or prior to receipt by the Facilities  Agent of the
                  relevant Utilisation Request for that Loan); or

            (b)   it is US Dollars, euro, Sterling or Australian Dollars.

10.3.2      If the  Facilities  Agent  has  received  a written  request  from a
            Borrower for a currency to be approved  under clause  10.3.1  above,
            the Facilities  Agent will confirm to that Borrower by the Specified
            Time:

            (a)   whether or not the Lenders have granted their approval; and

            (b)   if approval has been  granted,  the minimum  amount  (and,  if
                  required,  integral multiples) for any subsequent  Utilisation
                  in that currency.

11          Repayment

11.1        Each  Borrower  which has drawn a Loan shall  repay that Loan on the
            last day of its Interest Period.

11.2        Subject to the other terms of this  Agreement,  any  amounts  repaid
            under clause 11.1 above may be re-borrowed.

11.3        If, pursuant to the terms of this Agreement, the Lenders are obliged
            to make a  Rollover  Loan,  the  maturing  loan  referred  to in the
            definition  of Rollover  Loan shall be repaid and the Rollover  Loan
            shall be made  without  any  requirement  for an actual  exchange of
            payments  (other than to the extent that the amount of the  maturing
            loan is more than the Rollover Loan),  but without  prejudice to the
            relevant Borrower's obligation to pay interest on the maturing loan.

11.4        Notwithstanding the provisions of clause 7, each Bond Borrower shall
            ensure that each Bond is repaid in full on or before the Termination
            Date.

12          Prepayment and cancellation

12.1        Mandatory prepayment - illegality

12.1.1      A Lender must notify the Company and the  Facilities  Agent promptly
            if it becomes aware that:

            (a)   it will become; or

            (b)   it is,


                                       45
<PAGE>

            unlawful in any applicable  jurisdiction  for that Lender to perform
            any of its  obligations  under  a  Finance  Document  or to  fund or
            maintain its share in any Utilisation.

12.1.2      If a Fronting Bank becomes aware of any unlawfulness that may affect
            its ability to issue a particular  Bond,  that  Fronting  Bank shall
            promptly notify the Company and the Facilities Agent of that event.

12.1.3      After notification under clause 12.1.1(b) above:

            (a)   each Borrower must repay or prepay the share of that Lender in
                  each Utilisation on the date specified in clause 12.1.4 below;
                  and

            (b)   the Tranche A  Commitment,  the Tranche B  Commitment  and the
                  Tranche  C  Commitment  of that  Lender  will  be  immediately
                  cancelled.

12.1.4      The date for  repayment  or  prepayment  of a  Lender's  share in an
            outstanding Utilisation will be:

            (a)   the  last  day  of  the  current   Interest  Period  for  that
                  Utilisation; or

            (b)   if  earlier,   the  date   specified  by  the  Lender  in  the
                  notification  under clause  12.1.1(b) above and which must not
                  be earlier  than the last day of any  applicable  grace period
                  allowed by law.

12.2        Mandatory prepayment - change of ownership

12.2.1      For the purposes of this clause:

            Arison  Party  means each and all of Marilyn B.  Arison,  Micky Meir
            Arison, Shari Arison,  Michael Arison or their spouses,  children or
            lineal  descendants of Marilyn B. Arison,  Micky Meir Arison,  Shari
            Arison,  Michael Arison or their spouses,  any trust established for
            the benefit of any Arison family  member  mentioned  herein,  or any
            person directly or indirectly,  controlling,  controlled by or under
            common control with any Arison family member mentioned herein or any
            trust  established  for the benefit of any such Arison family member
            or any charitable trust or non-profit  entity  established by any of
            the aforesaid persons or trusts;

            a change  of  ownership  occurs if any  person  or group of  persons
            (other  than any  Arison  Party or any two or more  Arison  Parties)
            gains  ownership  of the Company or  Carnival  plc  provided  that a
            change of ownership shall be deemed not to have occurred if:

            (a)   either:

                  (i)   the Company  directly or indirectly  gains  ownership of
                        Carnival plc; or

                  (ii)  Carnival plc directly or indirectly  gains  ownership of
                        the Company; and

            (b)   such consequential amendments are made to this Agreement (with
                  the  consent of the  Company  and the  Facilities  Agent which
                  consent  shall  not  be  unreasonably  withheld,   delayed  or
                  conditioned)  as are required to reflect the  relevant  change
                  and to put the  Parties in an


                                       46
<PAGE>

                  equivalent  position as regards the  companies in the Carnival
                  Corporation & plc Group as would have applied had the relevant
                  change not occurred; and

            (c)   the  Facilities  Agent  receives a legal  opinion from lawyers
                  approved by it (acting  reasonably)  and in form and substance
                  satisfactory to it (acting reasonably) confirming that (i) the
                  monetary  obligations  under  the  Finance  Documents  of  the
                  Company will  continue to be  guaranteed by Carnival plc under
                  the  relevant  Deed of  Guarantee  and/or  (ii)  the  monetary
                  obligations  under the Finance  Documents of Carnival plc will
                  continue to be  guaranteed  by the Company  under the relevant
                  Deed of  Guarantee,  in each case,  after the relevant  change
                  referred to in paragraph (a) above.

            ownership means the ownership of more than fifty per cent.  (50%) of
            the voting share capital (or equivalent  rights of ownership) of the
            Company or of Carnival plc.

12.2.2      The Company must promptly notify the Facilities  Agent if it becomes
            aware of any change of ownership.

12.2.3      If a change  of  ownership  occurs,  the  Facilities  Agent  and the
            Company  shall enter into  discussions  to  determine  if there is a
            basis  acceptable to the Lenders and the Company for  continuing the
            Facilities.  If such  agreement  is  reached  within  90 days of the
            change  of  ownership,  the  Parties  will  promptly  implement  the
            agreement.  If such  agreement is not reached  within 90 days of the
            change of  ownership  the  Facilities  Agent must,  by notice to the
            Company:

            (a)   cancel the Total  Tranche A  Commitments,  the Total Tranche B
                  Commitments  and the Total Tranche C Commitments;  and/or,  as
                  the case may be

            (b)   declare each  outstanding  Utilisation,  together with accrued
                  interest  and all other  amounts  accrued  under  the  Finance
                  Documents, to be immediately due and payable.

            Any such notice will take effect in accordance with its terms.

12.3        Voluntary Prepayment

12.3.1      The Company may, by giving not less than three  Business  Days prior
            notice to the  Facilities  Agent,  prepay (or ensure that a Borrower
            prepays) any Loan at any time in whole or in part.

12.3.2      A prepayment of part of a Loan must be:

            (a)   in respect of Tranche A, in a minimum  amount of  $US5,000,000
                  (or its equivalent in any Optional Currency);

            (b)   in   respect   of   Tranche   B,  in  a   minimum   amount  of
                  (euro)5,000,000  (or its equivalent in any Optional Currency);
                  and

            (c)   in   respect   of   Tranche   C,  in  a   minimum   amount  of
                  (pounds)2,500,000   (or  its   equivalent   in  any   Optional
                  Currency).


                                       47
<PAGE>

12.4        Automatic cancellation

            The Tranche A Commitment, the Tranche B Commitment and the Tranche C
            Commitment  of each Lender will be  automatically  cancelled  at the
            close of business on the last day of the Availability Period.

12.5        Voluntary cancellation

12.5.1      The  Company  may by notice to the  Facilities  Agent not later than
            8:00 am on the date  such  cancellation  is to take  effect,  cancel
            without  penalty  the whole or any part of the  Available  Tranche A
            Facility,  the  Available  Tranche B Facility  and/or the  Available
            Tranche C Facility.

12.5.2      Partial cancellation of:

            (a)   the Available  Tranche A Facility must be in a minimum  amount
                  of $US10,000,000;

            (b)   the Available  Tranche B Facility must be in a minimum  amount
                  of (euro)10,000,000; and

            (c)   the Available  Tranche C Facility must be in a minimum  amount
                  of (pounds)10,000,000.

12.5.3      Any  cancellation  in part  will be  applied  against  the  relevant
            Available  Tranche A Facility,  the Available Tranche B Facility and
            the Available Tranche C Facility, as the case may be, of each Lender
            pro rata.

12.6        Involuntary prepayment and cancellation

12.6.1      If an  Obligor  is,  or will be,  required  to pay to a Lender a Tax
            Payment  or  an  Increased  Cost,  or if  any  Lender  notifies  the
            Facilities  Agent that its Additional Cost Rate is greater than zero
            the Company may,  while the  requirement  continues or following the
            notification in relation to the Additional Cost Rate, give notice to
            the Facilities Agent of prepayment and/or cancellation in respect of
            that Lender.

12.6.2      After notification under clause 12.6.1 above:

            (a)   each Borrower must repay or prepay that Lender's share in each
                  Utilisation  under  each  Tranche  made  to  it  on  the  date
                  specified in clause 12.6.3 below; and/or, as the case may be

            (b)   the Tranche A  Commitment,  the Tranche B  Commitment  and the
                  Tranche  C  Commitment  of that  Lender  will  be  immediately
                  cancelled.

12.6.3      The date for  repayment  or  prepayment  of a  Lender's  share in an
            outstanding  Utilisation will be the last day of the Interest Period
            for that Utilisation during which the Company has given notice under
            clause  12.6.1  above  or, if  earlier,  the date  specified  by the
            Company in its notification.

12.7        Miscellaneous provisions

12.7.1      Any notice of prepayment and/or cancellation under this Agreement is
            irrevocable  and must  specify the  relevant  date(s) upon which the
            relevant  cancellation is to take effect or prepayment is to be made


                                       48
<PAGE>

            and the amount of that  cancellation  or prepayment.  The Facilities
            Agent  must  notify  the  Lenders  promptly  of  receipt of any such
            notice.

12.7.2      All  prepayments  under  this  Agreement  must be made with  accrued
            interest on the amount prepaid.  No premium or penalty is payable in
            respect of any prepayment except for Break Costs.

12.7.3      Any part of the  Facilities  which are prepaid may be  reborrowed in
            accordance with the terms of this Agreement.

12.7.4      The  Majority  Lenders  may  agree a  shorter  notice  period  for a
            voluntary prepayment.

12.7.5      No prepayment or  cancellation  is allowed except in accordance with
            the express terms of this Agreement.

12.7.6      No amount  of the  Total  Tranche  A  Commitments,  Total  Tranche B
            Commitments  or Total  Tranche C  Commitments  cancelled  under this
            Agreement may subsequently be reinstated.

13          Interest

13.1        Calculation of interest

            The rate of interest on each Loan (other than a Swingline  Loan) for
            each Interest  Period is the percentage  rate per annum equal to the
            aggregate of:

13.1.1      the applicable Margin;

13.1.2      LIBOR or, in relation to any Loan in euro, EURIBOR; and

13.1.3      Mandatory Cost, if any.

13.2        Payment of interest

            The  Borrower  to which a Loan  has  been  made  shall  pay  accrued
            interest on that Loan on the last day of each  Interest  Period and,
            if the  Interest  Period is  longer  than six  months,  on the dates
            falling  at six  monthly  intervals  after  the  first  day of  that
            Interest Period.

13.3        Interest on overdue amounts

13.3.1      If an  Obligor  fails to pay any  amount  payable  by it  under  the
            Finance  Documents,  it must immediately on demand by the Facilities
            Agent pay interest on the overdue amount from its due date up to the
            date of actual payment,  both before, on and after judgment.

13.3.2      Interest on an overdue amount is payable at a rate determined by the
            Facilities  Agent to be one per cent. per annum above the rate which
            would have been payable if the overdue amount had, during the period
            of  non-payment,  constituted  a Loan in the currency of the overdue
            amount for successive Interest Periods,  each of a duration selected
            by the Facilities Agent (acting reasonably) of up to three months.


                                       49
<PAGE>

13.3.3      Notwithstanding  clause 13.3.2 above, if the overdue amount consists
            of all or part of a Loan which became due and payable on a day which
            was not the last day of an Interest Period for that Loan, then:

            (a)   the first Interest Period for that overdue amount shall have a
                  duration  equal  to  the  unexpired  portion  of  the  current
                  Interest Period for that Loan; and

            (b)   the rate of  interest  on the  overdue  amount  for that first
                  Interest Period will be one per cent. per annum above the rate
                  which would have applied if the overdue  amount had not become
                  due.

            After the  expiry  of the first  Interest  Period  for that  overdue
            amount,  the  rate  on the  overdue  amount  will be  calculated  in
            accordance with clause 13.3.2 above.

13.3.4      Interest (if unpaid) on an overdue  amount will be  compounded  with
            that overdue amount at the end of each Interest Period applicable to
            that overdue amount but will remain immediately due and payable.

13.4        Notification of rates of interest

            The  Facilities  Agent  shall  promptly  notify the  Lenders and the
            relevant  Borrower of the  determination of a rate of interest under
            this Agreement.

13.5        Margin

13.5.1      At the Signing  Date the Margin  will be 0.175 per cent.  per annum.
            Thereafter  the Margin  will,  subject to clause  13.5.2,  be set in
            accordance with the pricing grid below and clause 13.5.3 below to be
            the  percentage  rate per  annum  specified  in  Column 2 as set out
            opposite the Carnival  Credit Rating at the relevant time by Moody's
            and S&P specified in Column 1 below.

            Column 1                                           Column 2
            Carnival Credit Rating                             Margin
                                                               % p.a.

            A+/A1 or higher                                    0.125

            A/A2                                               0.150

            A-/A3                                              0.175

            BBB+/Baa1                                          0.225

            BBB/Baa2 or lower                                  0.300

13.5.2      During  any  period  in which  there is no  Carnival  Credit  Rating
            assigned  by either  Moody's or S&P,  the Margin  shall be 0.300 per
            cent. per annum.

13.5.3      If there is a different  Carnival  Credit Rating assigned by S&P and
            Moody's,  the applicable Margin shall be determined by averaging the
            Margins for S&P and Moody's as  determined  in  accordance  with the
            pricing grid in clause 13.5.1 above.


                                       50
<PAGE>

13.5.4      For the purposes of this Agreement, any reduction or increase in the
            Margin  shall be  determined  on, and shall take  effect  from,  the
            Business  Day  immediately  following  publication  of the  relevant
            change to the Carnival Credit Rating.

13.5.5      Promptly  after becoming aware of the same, the Company shall inform
            the Facilities Agent in writing if either (i) there is any change in
            the  Carnival  Credit  Rating with either  Moody's or S&P which will
            cause a change  to the  Margin  or (ii) if any of the  circumstances
            contemplated by clauses 13.5.2 or 13.5.3 above arise.

13.5.6      For the  purposes  of this clause  13.5,  "Carnival  Credit  Rating"
            means, in respect of Moody's or S&P:

            (a)   the long term  senior  unsecured  debt  rating of the  Company
                  published by Moody's or, as the case may be, S&P; or

            (b)   if Moody's or S&P (as the case may be) does not publish a long
                  term senior unsecured debt rating as provided in paragraph (a)
                  above,  the long term senior unsecured debt rating of Carnival
                  plc published by Moody's or, as the case may be, S&P.

13.6        Maximum Interest Rate

13.6.1      Where any interest rate payable by a Borrower  incorporated in Italy
            determined  in accordance  with this  Agreement,  including  default
            interest rate,  exceeds in any period of three  calendar  months the
            interest rate determined pursuant to paragraph 4 of article 2 of the
            Italian  Act  (Legge) 7 March 1996 No. 108 for  transactions  of the
            type contemplated hereunder, such interest rate will be deemed to be
            equal to and shall not exceed the maximum  interest rate during such
            period determined in accordance with the above-mentioned  provisions
            of Italian law.

14          Interest Periods

14.1        Selection of Interest Periods

14.1.1      A Borrower  (or the Company or Carnival plc on behalf of a Borrower)
            may select an  Interest  Period  for a Loan in the Loan  Utilisation
            Request for that Loan.

14.1.2      Subject to this  clause 14, a Borrower  (or the  Company or Carnival
            plc on behalf of a Borrower)  may select an Interest  Period of one,
            two,  three or six months or any other  period  agreed  between  the
            Company and the Facilities  Agent (acting on the instructions of all
            the Lenders).

14.1.3      An  Interest   Period  for  a  Loan  shall  not  extend  beyond  the
            Termination Date.

14.1.4      Each Interest Period for a Loan shall start on the Utilisation  Date
            in respect of that Loan.

14.1.5      A Loan has one Interest Period only.


                                       51
<PAGE>

14.2        Non-Business Days

            If an Interest  Period would  otherwise  end on a day which is not a
            Business  Day,  that  Interest  Period will  instead end on the next
            Business  Day in  that  calendar  month  (if  there  is  one) or the
            preceding Business Day (if there is not).

15          Changes to the calculation of interest

15.1        Absence of quotations

            Subject  to  clause  15.2  (Market  disruption),  if  LIBOR  or,  if
            applicable,  EURIBOR  is  to  be  determined  by  reference  to  the
            Reference  Banks but a Reference Bank does not supply a quotation by
            the Specified  Time on the Quotation  Day, the  applicable  LIBOR or
            EURIBOR shall be  determined  on the basis of the  quotations of the
            remaining Reference Banks.

15.2        Market disruption

15.2.1      In  this  Agreement  each  of  the  following  events  is  a  Market
            Disruption Event:

            (a)   at or  about  noon  on the  Quotation  Day  for  the  relevant
                  Interest  Period the Screen Rate is not  available and none or
                  only  one of  the  Reference  Banks  supplies  a  rate  to the
                  Facilities Agent to determine LIBOR or, if applicable, EURIBOR
                  for the relevant currency and Interest Period; or

            (b)   in  respect  of a Loan  denominated  in US  Dollars,  euro  or
                  Sterling,  before close of business in London on the Quotation
                  Day for the relevant  Interest  Period,  the Facilities  Agent
                  receives   notifications  from  a  Lender  or  Lenders  (whose
                  participations  in that Loan exceed  66.666 per cent.  of that
                  Loan) that the cost to it of  obtaining  matching  deposits in
                  the Relevant  Interbank Market would be in excess of LIBOR or,
                  if applicable, EURIBOR; or

            (c)   in respect of a Loan denominated in any currency other than US
                  Dollars, euro or Sterling,  before close of business in London
                  on the Quotation  Day for the relevant  Interest  Period,  the
                  Facilities  Agent  receives  notifications  from a  Lender  or
                  Lenders (whose  participations  in that Loan exceed 33.333 per
                  cent. of that Loan) that the cost to it of obtaining  matching
                  deposits in the Relevant  Interbank  Market would be in excess
                  of LIBOR.

15.2.2      The  Facilities  Agent  must  promptly  notify the  Company  and the
            Lenders of a Market Disruption Event.

15.2.3      After  notification  under clause 15.2.2 above, the rate of interest
            on each Lender's share in the affected Loan for the Interest  Period
            shall be the rate per annum which is the aggregate of:

            (a)   the applicable Margin;

            (b)   in the case of a Lender  which  has  notified  the  Facilities
                  Agent  that its cost of funds is in  excess  of LIBOR  or,  if
                  applicable,  EURIBOR,  in accordance with clauses 15.2.1(b) or
                  (c)  above  or  where  the  circumstances  set  out in  clause
                  15.2.1(a)  above apply,  the rate  notified to the


                                       52
<PAGE>

                  Facilities Agent by that Lender as soon as practicable, and in
                  any event before interest is due to be paid in respect of that
                  Interest  Period,  to be that which  expresses as a percentage
                  rate per annum the cost to that Lender of funding its share in
                  that Loan from whatever source it may reasonably select; and

            (c)   the Mandatory Cost, if any,  applicable to that Lender's share
                  in the Loan.

15.3        Alternative basis of interest or funding

15.3.1      If a Market  Disruption Event occurs and the Facilities Agent or the
            Company so requires, the Facilities Agent and the Company must enter
            into  negotiations  for a period of not more than thirty days with a
            view to agreeing an alternative  basis for  determining  the rate of
            interest and/or funding for the affected Loan and any future Loan.

15.3.2      Any alternative  basis agreed pursuant to clause 15.3.1 above shall,
            with the  prior  consent  of all the  Lenders  and the  Company,  be
            binding on all the Parties.

15.4        Break Costs

15.4.1      Each Borrower  shall,  within three Business Days of demand,  pay to
            the  Facilities  Agent for the account of each Lender such  Lender's
            Break Costs  attributable to all or any part of a Loan (other than a
            Swingline  Loan) or Unpaid Sum being paid by that  Borrower on a day
            other  than the  last day of an  Interest  Period  for that  Loan or
            Unpaid Sum.

15.4.2      Each  Lender  must  supply  to  the  Facilities   Agent  (who  shall
            immediately  deliver them to the Company and the relevant  Borrower)
            details  of the amount of any Break  Costs  claimed by it under this
            clause 15.4.

16          Fees

16.1        Commitment fee

16.1.1      The Company  shall pay to the  Facilities  Agent (for the account of
            each Lender) a commitment  fee in the Base  Currency of the relevant
            Tranche  computed  at the  rate of 30 per  cent.  of the  applicable
            Margin per annum on the daily  undrawn,  uncancelled  amount of each
            Lender's Commitment.

16.1.2      The accrued commitment fee is payable quarterly in arrear during the
            Availability  Period and on the last day of the Availability  Period
            and,  if the  Total  Tranche  A  Commitments,  the  Total  Tranche B
            Commitments  and the Total  Tranche C  Commitments  are cancelled in
            full, at the time such cancellation is effective.

16.2        Arrangement fee

            The  Company  shall pay to the  Arrangers  (for the  account of each
            Arranger) an  arrangement  fee in the amount and at the times agreed
            in a Fee Letter between the Arrangers and the Company.


                                       53
<PAGE>

16.3        Agency fee

            The Company shall pay to the Facilities  Agent (for its own account)
            an agency fee in the amount and at the times  agreed in a Fee Letter
            between the Facilities Agent and the Company.

16.4        Utilisation fee

16.4.1      The Company  shall pay to the  Facilities  Agent (for the account of
            each Lender) a utilisation fee computed at the rate of:

            (a)   for each day on which the aggregate amount of the Utilisations
                  (where each  Utilisation  is converted  into US Dollars at the
                  Facilities  Agent's  Spot Rate of Exchange on that day) equals
                  or is less than 50 per cent.  of the Total  Commitments,  zero
                  cent. per annum; and

            (b)   for each day on which the aggregate amount of the Utilisations
                  (where each  Utilisation  is converted  into US Dollars at the
                  Facilities  Agent's Spot Rate of Exchange on that day) exceeds
                  50 per cent.  of the  Total  Commitments,  0.05 per cent.  per
                  annum.

16.4.2      Utilisation  fee is  payable  in US  Dollars  on the  amount of each
            Lender's share in the Utilisations.

16.4.3      Accrued  utilisation  fee is payable  quarterly in arrear during the
            Availability  Period and on the last day of the Availability  Period
            and,  for a  Lender,  on the date on which it  ceases to be a Lender
            under this Agreement.

16.5        Fronting fee and Bonding fee

16.5.1      The Bond Borrower shall pay to the relevant Fronting Bank a fronting
            fee in respect of each Bond  issued at its request in the amount and
            at the times agreed in a Fee Letter  between that  Fronting Bank and
            the Company.

16.5.2      Each  Bond  Borrower  shall  pay to the  Facilities  Agent  (for the
            account of each Lender) for each Bond  requested by it a bonding fee
            in US  Dollars  computed  at the  applicable  Margin  on  the  daily
            outstanding  amount  of that Bond for the  period  from the issue of
            that Bond until its Expiry  Date or,  following  a claim  under such
            Bond, the date of  reimbursement of the full amount of such claim to
            the relevant  Fronting Bank whether pursuant to clause 7.1.2,  7.3.1
            or  otherwise  or,  where the  Lenders  have made any payment to the
            relevant Fronting Bank under clause 7.3, the date on which each such
            Lender is reimbursed in full by an Obligor  pursuant to clause 7.3.4
            or  otherwise  (the   "Reimbursement   Date").  This  fee  shall  be
            distributed according to each Lender's Bond Proportion of that Bond.

16.5.3      The  accrued  bonding  fee on a Bond shall be payable  quarterly  in
            arrear  starting on the date of issue of that Bond and on the Expiry
            Date  or,   following  a  claim  under  the   relevant   Bond,   the
            Reimbursement Date in respect of that Bond.

16.5.4      If a Bond Borrower cash covers any part of a Bond then:


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<PAGE>

            (a)   the fronting fee payable to the relevant Fronting Bank and the
                  bonding  fee  payable  for the  account of each  Lender  shall
                  continue to be payable in accordance with clause 16.5.2; and

            (b)   the Bond  Borrower  will be entitled to withdraw  the interest
                  accrued on the cash cover to pay those fees.

16.6        Timing of payments

            Notwithstanding  any  provision  to  the  contrary  in  any  Finance
            Document,  all  payments  to be made by an Obligor in respect of any
            fees referred to in clauses 16.1, 16.4 and 16.5 are due within three
            Business Days of written demand by the Facilities  Agent (in respect
            of payments  under  clauses  16.1,  16.4 or 16.5.2) or the  relevant
            Fronting Bank (in respect of payments  under clause  16.5.1) in each
            case  served no  earlier  than the times  agreed  for  payment,  and
            attaching a statement of detailed calculations.

17          Taxes

17.1        Application of clauses

17.1.1      Clauses  17.2 to 17.7 shall only apply in respect of payments by the
            following Obligors:

            (a)   Carnival plc; and

            (b)   any Additional Borrower resident in the United Kingdom.

17.1.2      Clauses  17.8 to 17.9 shall only apply in respect of payments by the
            following Obligors:

            (a)   the Company;

            (b)   CC U.S. Ventures, Inc.;

            (c)   Princess Cruise & Tours, Inc.;

            (d)   Holland America Line Inc.;

            (e)   any Additional  Borrower  incorporated in a state within,  and
                  operating in, the U.S.; and

            (f)   other  members  of the  Carnival  Corporation  & plc Group who
                  become  an  Additional  Borrower  as may be  requested  by the
                  Company to be covered under this clause 17.1.2, subject to the
                  consent  of  the  Facilities  Agent  (such  consent  not to be
                  unreasonably withheld, delayed or conditioned).

17.1.3      Clauses  17.10 to 17.15  shall only apply in respect of  payments by
            the following Obligors:

            (a)   Costa Crociere S.p.A.; and

            (b)   any Additional Borrower resident in Italy.


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<PAGE>

17.1.4      Clauses  17.16 to 17.21  shall  apply in respect of  payments by any
            Obligor that does not fall within any of clauses  17.1.1,  17.1.2 or
            17.1.3.

17.2        General

            In clauses 17.2 to 17.7:

            Qualifying  Lender means a Lender which is beneficially  entitled to
            interest  payable to that Lender in respect of an advance under this
            Agreement and is:

            (a)   a U.K. Lender; or

            (b)   a Treaty Lender.

            Tax Credit means a credit against any Tax or any relief or remission
            for Tax (or its repayment).

            Taxes Act means the Income and Corporation Taxes Act 1988.

            Treaty Lender means a Lender which:

            (a)   is resident  (as defined in the  appropriate  double  taxation
                  agreement)  in a  country  with  which  the U.K.  has a double
                  taxation  agreement  giving  residents  of that  country  full
                  exemption from U.K. taxation on interest;

            (b)   does not carry on a business  in the U.K.  through a permanent
                  establishment with which the payment is effectively connected;
                  and

            (c)   is entitled to receive  interest  without  withholding  or, if
                  withheld,  is entitled to reclaim  that  withholding  in full,
                  under the terms of the appropriate double taxation agreement.

            U.K. Lender means a Lender which is:

            (a)   within the charge to U.K.  corporation  tax in respect of, and
                  beneficially entitled to, a payment of interest on a loan made
                  by a person that was a bank for the purposes of section 349 of
                  the Taxes Act (as  currently  defined in  section  840A of the
                  Taxes Act) at the time that loan was made; or

            (b)   a U.K. Non-Bank Lender.

            U.K. Non-Bank Lender means:

            (a)   a company resident in the U.K. for U.K. tax purposes;

            (b)   a partnership,  each member of which is a company  resident in
                  the U.K.  for U.K.  tax  purposes or a company not resident in
                  the U.K. for U.K. tax purposes but which carries on a trade in
                  the U.K.  through a  permanent  establishment  and brings into
                  account in computing its  chargeable  profits (for the purpose
                  of  section  11(2) of the Taxes Act) the whole of any share of
                  interest


                                       56
<PAGE>

                  payable to it under this Agreement which falls to it by reason
                  of sections 114 and 115 of the Taxes Act; or

            (c)   a company not resident in the U.K. for U.K. tax purposes which
                  carries   on  a  trade  in  the  U.K.   through  a   permanent
                  establishment  and brings into account  interest payable to it
                  under this Agreement in computing its  chargeable  profits for
                  the purpose of section 11(2) of the Taxes Act,

            which, in each case, is beneficially entitled to interest payable to
            it under this  Agreement  and which has  provided to the Company and
            not retracted  confirmation  of one of the above in accordance  with
            this Agreement.

17.3        Tax gross-up

            (a)   Each Obligor must make all payments to be made by it under the
                  Finance  Documents  without  any Tax  Deduction,  unless a Tax
                  Deduction is required by law.

            (b)   If:

                  (i)   a Lender is not, or ceases to be, a  Qualifying  Lender;
                        or

                  (ii)  an Obligor  or a Lender is aware  that an  Obligor  must
                        make a Tax  Deduction  (or that there is a change in the
                        rate or the basis of a Tax Deduction),

                  it must promptly notify the Facilities  Agent.  The Facilities
                  Agent must then promptly notify the affected Parties.

            (c)   Except as provided  below,  if a Tax  Deduction is required by
                  law to be made by an  Obligor,  the amount of the  payment due
                  from the Obligor  will be  increased to an amount which (after
                  making  the Tax  Deduction)  leaves  an  amount  equal  to the
                  payment which would have been due if no Tax Deduction had been
                  required.

            (d)   Except as provided  below,  an Obligor is not required to make
                  an  increased  payment  under  paragraph  (c)  above for a Tax
                  Deduction  in  respect  of the tax  imposed  by the U.K.  to a
                  Lender that is not, or has ceased to be, a  Qualifying  Lender
                  in excess of the increase  that the Obligor  would have had to
                  pay under  paragraph  (c) above had the  Lender  been,  or not
                  ceased to be, a Qualifying Lender, except that where an amount
                  (the  "Claim")  is  demanded  under  the  guarantee  given  by
                  Carnival   plc  in   respect  of  a  default  by  one  of  its
                  Subsidiaries  (the "Paying Party"),  Carnival plc shall not be
                  entitled to the benefit of this  paragraph (d) if, but only to
                  the extent that, the amount paid by Carnival plc in respect of
                  the Claim would be thereby  reduced to an amount less than the
                  amount  which the Lender  was  entitled  to  receive  from the
                  Paying Party in respect of the Claim.

            (e)   Paragraph (d) above will not apply if the Lender has ceased to
                  be a Qualifying  Lender by reason of any change after the date
                  it  became  a  Lender  under  this  Agreement  in  (or  in the


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<PAGE>

                  interpretation,  administration, or application of) any law or
                  double  taxation   agreement  or  any  published  practice  or
                  concession of any relevant taxing authority.

            (f)   An Obligor is not required to make an  increased  payment to a
                  Lender  under  paragraph  (c)  above  for a Tax  Deduction  in
                  respect  of the tax  imposed by the U.K.  if that  Lender is a
                  Treaty  Lender and the  Obligor  making the payment is able to
                  demonstrate  that  the  Tax  Deduction  would  not  have  been
                  required if the Lender had complied with its obligations under
                  paragraph (i) below.

            (g)   If an  Obligor  is  required  to  make a Tax  Deduction,  that
                  Obligor  shall  make  that Tax  Deduction  and  must  make any
                  payment  required in connection with that Tax Deduction within
                  the time allowed by law.

            (h)   Within 30 days of making  either a Tax  Deduction or a payment
                  required  in  connection  with a Tax  Deduction,  the  Obligor
                  making  that Tax  Deduction  or  payment  must  deliver to the
                  Facilities  Agent  for the  relevant  Finance  Party  evidence
                  reasonably  satisfactory  to that  Finance  Party that the Tax
                  Deduction  has been made or (as  applicable)  the  appropriate
                  payment has been paid to the relevant taxing authority.

            (i)   A Treaty Lender must co-operate with each Obligor by using its
                  commercially  reasonable endeavours to complete any procedural
                  formalities necessary for that Obligor to obtain authorisation
                  to make that payment without a Tax Deduction.

            (j)   If a Lender is expressed to be a U.K.  Non-Bank Lender when it
                  becomes  a party to this  Agreement  as a  Lender,  it will be
                  deemed to have  confirmed  its status  for the  purpose of the
                  definition of U.K.  Non-Bank  Lender.  A U.K.  Non-Bank Lender
                  must promptly  notify the Company and the Facilities  Agent of
                  any change to its status that may affect any confirmation made
                  by it.

            (k)   In the event that an Obligor  changes its country of residence
                  and  a  Tax  Deduction  is  imposed  by  the  new  country  of
                  residence,  that Obligor shall pay such additional  amounts to
                  ensure that the amounts  received by the Facilities  Agent and
                  each Lender are no less than the amounts the Facilities  Agent
                  and each  Lender  would have  received  but for such change of
                  country of residence by that Obligor  provided always that the
                  Obligor shall not be obliged to pay such additional amounts to
                  the extent that such  additional  amounts  would not have been
                  payable  under  this  paragraph  had each  Lender  remained  a
                  Qualifying Lender.

17.4        Tax indemnity

            (a)   Except as provided below, the Company must indemnify a Finance
                  Party  against any loss or liability  which that Finance Party
                  acting  reasonably  determines  will be or has  been  suffered
                  (directly  or  indirectly)  by that  Finance  Party  for or on
                  account of Tax in relation to a payment received or receivable
                  (or any payment deemed to be received or  receivable)  under a
                  Finance Document.


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<PAGE>

            (b)   Paragraph  (a) above does not apply to any Tax  assessed  on a
                  Finance Party under the laws of the jurisdiction in which:

                  (i)   that Finance Party is incorporated or, if different, the
                        jurisdiction  (or  jurisdictions)  in which that Finance
                        Party is treated as resident for tax purposes; or

                  (ii)  that  Finance  Party's  Facility  Office is  located  in
                        respect  of  amounts  received  or  receivable  in  that
                        jurisdiction,

                  if that Tax is imposed on or  calculated  by  reference to the
                  net income  received  or  receivable  by that  Finance  Party.
                  However,  any payment  deemed to be  received  or  receivable,
                  including  any  amount  treated  as  income  but not  actually
                  received by the Finance Party,  such as a Tax Deduction,  will
                  not be treated as net income  received or receivable  for this
                  purpose.

            (c)   Paragraph  (a)  above  does not  apply  to the  extent a loss,
                  liability or cost:

                  (i)   is compensated for by any increased payment under clause
                        17.3 (Tax gross-up); or

                  (ii)  would have been compensated for by an increased  payment
                        under  clause  17.3  (Tax   gross-up)  but  was  not  so
                        compensated  solely  because  one of the  exclusions  in
                        clause 17.3(d) and (f) and the proviso to clause 17.3(k)
                        applied.

            (d)   A Finance  Party  making,  or intending to make, a claim under
                  paragraph  (a) above must  promptly  notify the Company of the
                  event which will give, or has given, rise to the claim.

17.5        Tax Credit

            (a)   Where any payment has been made subject to a Tax Deduction,  a
                  Finance  Party  agrees  to  use  its  commercially  reasonable
                  endeavours to complete any  procedural  formalities  necessary
                  for the  relevant  Finance  Party  to  obtain  any Tax  Credit
                  available  as a result of the payment  being made subject to a
                  Tax Deduction.

            (b)   If an Obligor  makes a Tax  Payment and the  relevant  Finance
                  Party in its absolute discretion determines that:

                  (i)   a Tax  Credit is  attributable  either  to an  increased
                        payment of which that Tax Payment forms part, or to that
                        Tax Payment; and

                  (ii)  it  has  used  and  retained   that  Tax  Credit  (on  a
                        consolidated  basis if relevant to the  determination of
                        its allowable credit for foreign taxes paid or accrued),

                  the Finance Party must pay an amount to the Obligor which that
                  Finance Party determines will leave it (after that payment) in
                  the same  after-Tax  position as it would have been if the Tax
                  Payment had not been required to be made by the Obligor.


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<PAGE>

17.6        Stamp taxes

            The Company must pay and  indemnify  each Finance  Party against any
            stamp duty,  registration or other similar Tax payable in connection
            with the entry  into,  performance  or  enforcement  of any  Finance
            Document,  except for any such Tax  payable in  connection  with the
            entry into a Transfer Certificate.

17.7        Value added taxes

            (a)   Any amount  (including  costs and  expenses)  payable  under a
                  Finance Document by an Obligor is exclusive of any value added
                  tax or any  other  Tax of a  similar  nature  which  might  be
                  chargeable in connection with that amount.  If any such Tax is
                  chargeable,  the  Obligor  must pay to the  Finance  Party (in
                  addition  to and at the same time as paying  that  amount)  an
                  amount equal to the amount of that Tax (and such Finance Party
                  shall as soon as reasonably practicable provide an appropriate
                  value added tax invoice to the Obligor).

            (b)   The  obligation of any Obligor under  paragraph (a) above will
                  be reduced to the extent  that the  Finance  Party  determines
                  (acting  reasonably)  that it is  entitled to  repayment  or a
                  credit in respect of the relevant Tax.

17.8        General

            In clause 17.8 to 17.9:

            Excluded  Taxes means,  with respect to the  Facilities  Agent,  any
            Lender or any other  recipient  of any  payment  to be made by or on
            account of any obligation of an Obligor under the Finance Documents:

            (a)   income,  franchise or other similar taxes imposed on, based on
                  or measured by or with respect to its net income by the United
                  States of America, or income, franchise or other similar taxes
                  imposed on, based on or measured by or with respect to its net
                  income, net worth or capital employed, or gross basis business
                  and/or  occupational  taxes by the jurisdiction under the laws
                  of  which  such  recipient  is  organized  or in  which  it is
                  resident  or,  in  the  case  of  any  Lender,  in  which  its
                  applicable lending office is located;

            (b)   any branch  profits  taxes  imposed  by the  United  States of
                  America or any similar  tax imposed by any other  jurisdiction
                  described in paragraph (a) above;

            (c)   in the case of a Lender (other than an assignee  pursuant to a
                  request by an Obligor under clause  17.9(g)),  any withholding
                  tax that:

                  (i)   is attributable to such Lender's  failure to comply with
                        clause 17.9(e); or

                  (ii)  in the  case of a  Foreign  Lender,  is  imposed  by the
                        United  States of  America  and is in  effect  and would
                        apply to amounts payable to such Foreign Lender,  at the
                        time  such  Foreign  Lender  becomes  a  party  to  this
                        Agreement  (including by assignment) or designates a new
                        lending office,  except to the extent that (x) where the
                        Foreign Lender


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<PAGE>

                        is an  assignee,  the  assignor  was entitled to receive
                        additional  amounts with respect to any  withholding tax
                        pursuant to clause  17.9,  (y) where the Foreign  Lender
                        has designated a new lending office,  the Foreign Lender
                        was entitled to receive  additional amounts with respect
                        to any  withholding  tax  pursuant to clause 17.9 or (z)
                        such withholding tax shall have resulted from the making
                        of any  payment  to a  location  other  than the  office
                        designated  by the  Facilities  Agent  or  such  Foreign
                        Lender for the  receipt of  payments  of the  applicable
                        type; and

            (d)   any tax  imposed by a  jurisdiction  to the extent such tax is
                  attributable to a connection between such jurisdiction and the
                  Facilities Agent, such Lender or such other recipient,  as the
                  case  may  be,  other  than  a  connection  arising  from  the
                  transactions contemplated by this Agreement.

            Foreign Lender means, with respect to an Obligor, any Lender that is
            organized under the laws of a jurisdiction  other than that in which
            that Obligor is located. For purposes of this definition, the United
            States of America,  each State  thereof and the District of Columbia
            shall be deemed to constitute a single jurisdiction.

            Governmental  Authority means the government of the United States of
            America,  any other  nation or any  political  subdivision  thereof,
            whether state or local, and any agency, authority,  instrumentality,
            regulatory  body,  court,  central bank or other  entity  exercising
            executive,    legislative,    judicial,    taxing,   regulatory   or
            administrative powers or functions of or pertaining to government.

            Indemnified Taxes means Taxes other than Excluded Taxes.

            Other Taxes means any and all  present or future  recording,  stamp,
            documentary,  excise,  transfer,  sales,  property or similar taxes,
            charges or levies  arising  from any payment  made under the Finance
            Documents  or from the  execution,  delivery or  enforcement  of, or
            otherwise  with respect to, this  Agreement  other than (1) Excluded
            Taxes and (2) any Taxes  required  to be paid  solely as a result of
            the execution or delivery of an instrument  effecting an assignment,
            designation or  participation  contemplated  in clause 28 (excluding
            any designation or assignment initiated pursuant to clause 17.9(g)).

17.9        Taxes

            (a)   Any and all payments by or on account of any  obligation of an
                  Obligor  under the  Finance  Documents  shall be made free and
                  clear of and without  deduction for any  Indemnified  Taxes or
                  Other Taxes;  provided that if an Obligor shall be required to
                  deduct  any  Indemnified   Taxes  or  Other  Taxes  from  such
                  payments,  then  (i) the sum  payable  shall be  increased  as
                  necessary  so  that  after  making  all  required   deductions
                  (including  deductions  applicable to additional  sums payable
                  under this clause 17.9) the Facilities Agent or Lender (as the
                  case may be) receives an amount equal to the sum it would have
                  received had no such  deductions  been made, (ii) that Obligor
                  shall make such  deductions  and (iii) that Obligor  shall pay
                  the  full  amount   deducted  to  the  relevant   Governmental
                  Authority in accordance with applicable law.


                                       61
<PAGE>

            (b)   In  addition,  an  Obligor  shall pay any  Other  Taxes to the
                  relevant Governmental  Authority in accordance with applicable
                  law.

            (c)   Each Obligor  shall  indemnify the  Facilities  Agent and each
                  Lender, within 30 days after written demand therefor,  for the
                  full  amount of any  Indemnified  Taxes or Other Taxes paid by
                  the Facilities Agent or such Lender, as the case may be, on or
                  with respect to any payment by or on account of any obligation
                  of  that  Obligor  under  the  Finance  Documents   (including
                  Indemnified  Taxes or Other  Taxes  imposed or  asserted on or
                  attributable  to amounts  payable  under this clause 17.9) and
                  any  penalties,   interest  and  reasonable  expenses  arising
                  therefrom or with respect  thereto  (except to the extent such
                  penalties,   interest  or  expenses   result  from  the  gross
                  negligence or wilful misconduct of the Facilities Agent or the
                  applicable  Lender),  whether or not such Indemnified Taxes or
                  Other Taxes were  correctly or legally  imposed or asserted by
                  the relevant Governmental  Authority.  A certificate as to the
                  amount of such payment or  liability  delivered to the Company
                  by a Lender,  or by the Facilities  Agent on its own behalf or
                  on behalf of a Lender,  shall be  conclusive  absent  manifest
                  error,   provided  that  such  certificate   shall  include  a
                  description  in reasonable  detail of the  Indemnified  Tax or
                  Other Tax for which the  indemnity  is being  demanded and the
                  calculation  in  reasonable  detail  of  the  amount  of  such
                  indemnity.  The Facilities Agent and each Lender agrees to use
                  its  commercially   reasonable   endeavours  to  complete  any
                  procedural  formalities necessary for the Facilities Agent and
                  the Lender to obtain a credit against any  Indemnified  Tax or
                  Other Tax or any relief or remission for an Indemnified Tax or
                  Other Tax (or its  repayment).  Notwithstanding  any  contrary
                  provision under the Finance Documents, the Facilities Agent or
                  the Lender,  as the case may be, shall have no  obligation  to
                  contest the imposition or assertion of any  Indemnified Tax or
                  Other Tax.

            (d)   As soon as practicable  after any payment of Indemnified Taxes
                  or Other Taxes by an Obligor to a Governmental Authority,  the
                  Obligor shall deliver to the Facilities  Agent the original or
                  a  certified  copy of a receipt  issued  by such  Governmental
                  Authority  evidencing  such  payment  (if  such a  receipt  is
                  reasonably  obtainable from such  Governmental  Authority),  a
                  copy of the return reporting such payment or other evidence of
                  such payment reasonably satisfactory to the Facilities Agent.

            (e)   The  Facilities  Agent will deliver to the  Company,  and each
                  Lender will deliver to the  Facilities  Agent and the Company,
                  on or before the first  Utilisation Date (or, in the case of a
                  Lender that becomes a Lender after the first Utilisation Date,
                  on or before  such later date on which such  Lender  becomes a
                  Lender) such properly  completed and executed Internal Revenue
                  Service form (Form W-8BEN,  W-8ECI, W-8EXP, W-8IMY, or W-9, as
                  applicable) as will demonstrate, in accordance with applicable
                  regulations,  that  payments  of interest by an Obligor to the
                  Facilities  Agent for the account of such  Lender  pursuant to
                  this Agreement will be exempt from (or entitled to a reduction
                  in the rate of) United States federal  withholding  taxes. Any
                  Foreign  Lender  that  is  entitled  to an  exemption  from or
                  reduction of withholding tax under the law of the jurisdiction
                  in which the Obligor is  located,  or any treaty to which such
                  jurisdiction  is a party,  with respect to payments under this
                  Agreement  shall  deliver to the  Company  (with a


                                       62
<PAGE>

                  copy to the Facilities Agent), at the time or times prescribed
                  by applicable law, such other properly  completed and executed
                  documentation  prescribed  by  applicable  law  or  reasonably
                  requested  by  the  Company   (including  any  replacement  or
                  successor  form)  as  will  permit  such  payments  to be made
                  without  withholding or at a reduced rate,  provided that such
                  Foreign  Lender has  received  prior  written  notice from the
                  Company  advising it of the  availability of such exemption or
                  reduction and containing all applicable documentation.

            (f)   If the Facilities  Agent or a Lender  determines,  in its sole
                  discretion,  that it has  received  a refund  of any  Taxes or
                  Other Taxes as to which it has been  indemnified by an Obligor
                  or with  respect  to which  an  Obligor  has  paid  additional
                  amounts  pursuant to this clause 17.9,  it shall pay over such
                  refund to that  Obligor  (but only to the extent of  indemnity
                  payments  made,  or  additional  amounts  paid, by the Obligor
                  under  this  clause  17.9 with  respect  to the Taxes or Other
                  Taxes  giving  rise to  such  refund),  net of all  reasonable
                  out-of-pocket  expenses of the Facilities Agent or such Lender
                  and  without  interest  (other than any  interest  paid by the
                  relevant Governmental  Authority with respect to such refund);
                  provided, that the Obligor, upon the request of the Facilities
                  Agent or such Lender,  agrees to repay the amount paid over to
                  the Obligor  (plus any  penalties,  interest or other  charges
                  imposed  by  the  relevant  Governmental   Authority)  to  the
                  Facilities  Agent  or  such  Lender  to the  extent  that  the
                  Facilities  Agent or such  Lender is  required  to repay  such
                  refund to such Governmental Authority.  This clause 17.9 shall
                  not be construed to require the Facilities Agent or any Lender
                  to make  available  its tax returns (or any other  information
                  relating  to its  taxes  which it deems  confidential)  to the
                  Obligor or any other person.

            (g)   If an Obligor is required to pay any additional  amount to any
                  Lender or any  Governmental  Authority  for the account of any
                  Lender  pursuant to this clause 17.9, then the Obligor may, at
                  its sole  expense and  effort,  upon notice to such Lender and
                  the  Facilities  Agent,  require  such  Lender to  assign  and
                  delegate,  without recourse (in accordance with and subject to
                  the  restrictions  contained in clause 28), all its interests,
                  rights and  obligations  under this  Agreement  to an assignee
                  that shall  assume such  obligations  (which  assignee  may be
                  another Lender, if a Lender accepts such assignment); provided
                  that (i) the Obligor  shall have  received  the prior  written
                  consent  of the  Facilities  Agent,  which  consent  shall not
                  unreasonably be withheld, (ii) such Lender shall have received
                  payment of an amount equal to the outstanding principal of its
                  share in the Utilisations,  accrued interest thereon,  accrued
                  fees and all other amounts  payable to it hereunder,  from the
                  assignee  (to the  extent of such  outstanding  principal  and
                  accrued  interest and fees) or the Obligor (in the case of all
                  other  amounts)  and (iii) in the case of any such  assignment
                  resulting  from payments  required to be made pursuant to this
                  clause  17.9,  such  assignment  will  result  in  a  material
                  reduction in such compensation or payments. A Lender shall not
                  be required to make any such  assignment  and  delegation  if,
                  prior  thereto,  as a result  of a waiver  by such  Lender  or
                  otherwise,  the circumstances entitling the Obligor to require
                  such assignment and delegation cease to apply.


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<PAGE>

17.10       General

            In clauses 17.10 to 17.15:

            Italian  Lender  means a Lender which is resident in Italy or acting
            through a Facility Office in Italy and in either case is entitled to
            receive  interest  without  withholding  of tax  from  the  relevant
            Obligor under the domestic law of Italy.

            Qualifying  Lender means a Lender which is beneficially  entitled to
            interest  payable to that Lender in respect of an advance under this
            Agreement and is:

            (a)   an Italian Lender; or

            (b)   a Treaty Lender.

            Tax Credit means a credit against any Tax or any relief or remission
            for Tax (or its repayment).

            Treaty Lender means a Lender which:

            (a)   is resident  (as defined in the  appropriate  double  taxation
                  agreement) in a country with which Italy has a double taxation
                  agreement giving residents of that country full exemption from
                  taxation on interest imposed by Italy;

            (b)   does not carry on a  business  in Italy  through  a  permanent
                  establishment,  branch or agency  with  which the  payment  is
                  effectively connected;

            (c)   is entitled to receive  interest  without  withholding  or, if
                  withheld,  is entitled to reclaim  that  withholding  in full,
                  under the terms of the appropriate double taxation  agreement;
                  and

            (d)   has  agreed  with  the  Company  any  procedural   formalities
                  necessary  for each Obligor to make all payments to be made by
                  that  Obligor  to such  Lender  under  the  Finance  Documents
                  without any Tax Deduction.

17.11       Tax gross-up

            (a)   Each Obligor must make all payments to be made by it under the
                  Finance  Documents  without  any Tax  Deduction,  unless a Tax
                  Deduction is required by law.

            (b)   If:

                  (i)   a Lender is not, or ceases to be, a  Qualifying  Lender;
                        or

                  (ii)  an Obligor  or a Lender is aware  that an  Obligor  must
                        make a Tax  Deduction  (or that there is a change in the
                        rate or the basis of a Tax Deduction),

                  it must promptly notify the Facilities  Agent.  The Facilities
                  Agent must then promptly notify the affected Parties.


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<PAGE>

            (c)   Except as provided  below,  if a Tax  Deduction is required by
                  law to be made by an  Obligor,  the amount of the  payment due
                  from the Obligor  will be  increased to an amount which (after
                  making  the Tax  Deduction)  leaves  an  amount  equal  to the
                  payment which would have been due if no Tax Deduction had been
                  required.

            (d)   Except as provided  below,  an Obligor is not required to make
                  an  increased  payment  under  paragraph  (c)  above for a Tax
                  Deduction  in respect of the tax  imposed by Italy to a Lender
                  that is not,  or has  ceased  to be, a  Qualifying  Lender  in
                  excess of the increase  that the Obligor would have had to pay
                  under  paragraph  (c) above had the Lender been, or not ceased
                  to be, a Qualifying Lender.

            (e)   Paragraph (d) above will not apply if the Lender has ceased to
                  be a Qualifying  Lender by reason of any change after the date
                  it  became  a  Lender  under  this  Agreement  in  (or  in the
                  interpretation,  administration, or application of) any law or
                  double  taxation   agreement  or  any  published  practice  or
                  concession of any relevant taxing authority.

            (f)   If an  Obligor  is  required  to  make a Tax  Deduction,  that
                  Obligor  shall  make  that Tax  Deduction  and  must  make any
                  payment  required in connection with that Tax Deduction within
                  the time allowed by law.

            (g)   Within 30 days of making  either a Tax  Deduction or a payment
                  required in connection with a Tax Deduction,  the Obligor must
                  deliver to the Facilities Agent for the relevant Finance Party
                  evidence  reasonably  satisfactory  to that Finance Party that
                  the  Tax  Deduction  has  been  made  or (as  applicable)  the
                  appropriate  payment  has  been  paid to the  relevant  taxing
                  authority.

            (h)   In the event that an Obligor  changes its country of residence
                  and  a  Tax  Deduction  is  imposed  by  the  new  country  of
                  residence,  that Obligor shall pay such additional  amounts to
                  ensure that the amounts  received by the Facilities  Agent and
                  each Lender are no less than the amounts the Facilities  Agent
                  and each  Lender  would have  received  but for such change of
                  country of residence by that Obligor  provided always that the
                  Obligor shall not be obliged to pay such additional amounts to
                  the extent that such  additional  amounts  would not have been
                  payable  under  this  paragraph  had each  Lender  remained  a
                  Qualifying Lender.

17.12       Tax indemnity

            (a)   Except as provided below, the Company must indemnify a Finance
                  Party  against any loss or liability  which that Finance Party
                  acting  reasonably  determines  will be or has  been  suffered
                  (directly  or  indirectly)  by that  Finance  Party  for or on
                  account of Tax in relation to a payment received or receivable
                  (or any payment deemed to be received or  receivable)  under a
                  Finance Document.

            (b)   Paragraph  (a) above does not apply to any Tax  assessed  on a
                  Finance Party under the laws of the jurisdiction in which:


                                       65
<PAGE>

                  (i)   that Finance Party is incorporated or, if different, the
                        jurisdiction  (or  jurisdictions)  in which that Finance
                        Party is treated as resident for tax purposes; or

                  (ii)  that  Finance  Party's  Facility  Office is  located  in
                        respect  of  amounts  received  or  receivable  in  that
                        jurisdiction,

                  if that Tax is imposed on or  calculated  by  reference to the
                  net income  received  or  receivable  by that  Finance  Party.
                  However,  any payment  deemed to be  received  or  receivable,
                  including  any  amount  treated  as  income  but not  actually
                  received by the Finance Party,  such as a Tax Deduction,  will
                  not be treated as net income  received or receivable  for this
                  purpose.

            (c)   Paragraph  (a)  above  does not  apply  to the  extent a loss,
                  liability or cost:

                  (i)   is compensated for by any increased payment under clause
                        17.11 (Tax gross-up); or

                  (ii)  would have been compensated for by an increased  payment
                        under  clause  17.11  (Tax  gross-up)  but  was  not  so
                        compensated solely because the exclusion in clause 17.11
                        (d) or the proviso to clause 17.11(h) applied.

            (d)   A Finance  Party  making,  or intending to make, a claim under
                  paragraph  (a) above must  promptly  notify the Company of the
                  event which will give, or has given, rise to the claim.

17.13       Tax Credit

            (a)   Where any payment has been made subject to a Tax Deduction,  a
                  Finance  Party  agrees  to  use  its  commercially  reasonable
                  endeavours to complete any  procedural  formalities  necessary
                  for the  relevant  Finance  Party  to  obtain  any Tax  Credit
                  available  as a result of the payment  being made subject to a
                  Tax Deduction.

            (b)   If an Obligor  makes a Tax  Payment and the  relevant  Finance
                  Party in its absolute discretion determines that:

                  (i)   a Tax  Credit is  attributable  either  to an  increased
                        payment of which that Tax Payment forms part, or to that
                        Tax Payment; and

                  (ii)  it  has  used  and  retained   that  Tax  Credit  (on  a
                        consolidated  basis if relevant to the  determination of
                        its allowable credit for foreign taxes paid or accrued),

                  the Finance Party must pay an amount to the Obligor which that
                  Finance Party determines will leave it (after that payment) in
                  the same  after-Tax  position as it would have been if the Tax
                  Payment had not been required to be made by the Obligor.

17.14       Stamp taxes

            The Company must pay and  indemnify  each Finance  Party against any
            stamp duty,  registration or other similar Tax payable in connection
            with the entry  into,  performance  or  enforcement  of any


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<PAGE>

            Finance Document, except for any such Tax payable in connection with
            the entry into a Transfer Certificate.

17.15       Value added taxes

            (a)   Any amount  (including  costs and  expenses)  payable  under a
                  Finance Document by an Obligor is exclusive of any value added
                  tax or any  other  Tax of a  similar  nature  which  might  be
                  chargeable in connection with that amount.  If any such Tax is
                  chargeable,  the  Obligor  must pay to the  Finance  Party (in
                  addition  to and at the same time as paying  that  amount)  an
                  amount equal to the amount of that Tax (and such Finance Party
                  shall as soon as reasonably practicable provide an appropriate
                  value added tax invoice to the Obligor).

            (b)   The  obligation of any Obligor under  paragraph (a) above will
                  be reduced to the extent  that the  Finance  Party  determines
                  (acting  reasonably)  that it is  entitled to  repayment  or a
                  credit in respect of the relevant Tax.

17.16       General

            In clauses 17.16 to 17.21:

            Tax Credit means a credit against any Tax or any relief or remission
            for Tax (or its repayment).

17.17       Tax gross-up

            (a)   Each Obligor must make all payments to be made by it under the
                  Finance  Documents  without  any Tax  Deduction,  unless a Tax
                  Deduction is required by law.

            (b)   If an Obligor or a Lender is aware that an Obligor must make a
                  Tax  Deduction  (or that  there is a change in the rate or the
                  basis  of a  Tax  Deduction),  it  must  promptly  notify  the
                  Facilities  Agent.  The  Facilities  Agent must then  promptly
                  notify the affected Parties.

            (c)   Except as provided  below,  if a Tax  Deduction is required by
                  law to be made by an  Obligor,  the amount of the  payment due
                  from the Obligor  will be  increased to an amount which (after
                  making  the Tax  Deduction)  leaves  an  amount  equal  to the
                  payment which would have been due if no Tax Deduction had been
                  required.

            (d)   If an  Obligor  is  required  to  make a Tax  Deduction,  that
                  Obligor  shall  make  that Tax  Deduction  and  must  make any
                  payment  required in connection with that Tax Deduction within
                  the time allowed by law.

            (e)   Within 30 days of making  either a Tax  Deduction or a payment
                  required in connection with a Tax Deduction,  the Obligor must
                  deliver to the Facilities Agent for the relevant Finance Party
                  evidence  reasonably  satisfactory  to that Finance Party that
                  the  Tax  Deduction  has  been  made  or (as  applicable)  the
                  appropriate  payment  has  been  paid to the  relevant  taxing
                  authority.


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<PAGE>

            (f)   Where possible, each Finance Party shall, in consultation with
                  the Company, take all reasonable steps to reduce the risk of a
                  Tax  Deduction  being  required by law or reduce the amount of
                  such   Tax   Deduction,    including,    without   limitation,
                  transferring  its rights  and  obligations  under the  Finance
                  Documents to an  Affiliate,  changing  its Facility  Office or
                  co-operating  with  each  Obligor  by using  its  commercially
                  reasonable  endeavours to complete any procedural  formalities
                  necessary  for that  Obligor to obtain  authorisation  to make
                  payments without a Tax Deduction.

17.18       Tax indemnity

            (a)   Except as provided below, the Company must indemnify a Finance
                  Party  against any loss or liability  which that Finance Party
                  acting  reasonably  determines  will be or has  been  suffered
                  (directly  or  indirectly)  by that  Finance  Party  for or on
                  account of Tax in relation to a payment received or receivable
                  (or any payment deemed to be received or  receivable)  under a
                  Finance Document.

            (b)   Paragraph  (a) above does not apply to any Tax  assessed  on a
                  Finance Party under the laws of the jurisdiction in which:

                  (i)   that Finance Party is incorporated or, if different, the
                        jurisdiction  (or  jurisdictions)  in which that Finance
                        Party is treated as resident for tax purposes; or

                  (ii)  that  Finance  Party's  Facility  Office is  located  in
                        respect  of  amounts  received  or  receivable  in  that
                        jurisdiction,

                  if that Tax is imposed on or  calculated  by  reference to the
                  net income  received  or  receivable  by that  Finance  Party.
                  However,  any payment  deemed to be  received  or  receivable,
                  including  any  amount  treated  as  income  but not  actually
                  received by the Finance Party,  such as a Tax Deduction,  will
                  not be treated as net income  received or receivable  for this
                  purpose.

            (c)   Paragraph  (a)  above  does not  apply  to the  extent a loss,
                  liability or cost is compensated for by any increased  payment
                  under clause 17.17 (Tax gross-up).

            (d)   A Finance  Party  making,  or intending to make, a claim under
                  paragraph  (a) above must  promptly  notify the Company of the
                  event which will give, or has given, rise to the claim.

17.19       Tax Credit

            (a)   Where any payment has been made subject to a Tax Deduction,  a
                  Finance  Party  agrees  to  use  its  commercially  reasonable
                  endeavours to complete any  procedural  formalities  necessary
                  for the  relevant  Finance  Party  to  obtain  any Tax  Credit
                  available  as a result of the payment  being made subject to a
                  Tax Deduction.

            (b)   If an Obligor  makes a Tax  Payment and the  relevant  Finance
                  Party in its absolute discretion determines that:


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<PAGE>

                  (i)   a Tax  Credit is  attributable  either  to an  increased
                        payment of which that Tax Payment forms part, or to that
                        Tax Payment; and

                  (ii)  it  has  used  and  retained   that  Tax  Credit  (on  a
                        consolidated  basis if relevant to the  determination of
                        its allowable credit for foreign taxes paid or accrued),

                  the Finance Party must pay an amount to the Obligor which that
                  Finance Party determines will leave it (after that payment) in
                  the same  after-Tax  position as it would have been if the Tax
                  Payment had not been required to be made by the Obligor.

17.20       Stamp taxes

            The Company must pay and  indemnify  each Finance  Party against any
            stamp duty,  registration or other similar Tax payable in connection
            with the entry  into,  performance  or  enforcement  of any  Finance
            Document,  except for any such Tax  payable in  connection  with the
            entry into a Transfer Certificate.

17.21       Value added taxes

            (a)   Any amount  (including  costs and  expenses)  payable  under a
                  Finance Document by an Obligor is exclusive of any value added
                  tax or any  other  Tax of a  similar  nature  which  might  be
                  chargeable in connection with that amount.  If any such Tax is
                  chargeable,  the  Obligor  must pay to the  Finance  Party (in
                  addition  to and at the same time as paying  that  amount)  an
                  amount equal to the amount of that Tax (and such Finance Party
                  shall as soon as reasonably practicable provide an appropriate
                  value added tax invoice to the Obligor).

            (b)   The  obligation of any Obligor under  paragraph (a) above will
                  be reduced to the extent  that the  Finance  Party  determines
                  (acting  reasonably)  that it is  entitled to  repayment  or a
                  credit in respect of the relevant Tax.

18          Increased Costs

18.1        Increased Costs

            Subject to the exceptions set out below,  the Company shall,  within
            three Business Days of demand by the Facilities  Agent,  pay for the
            account of a Finance Party the amount of any Increased Cost incurred
            by that Finance Party or any of its Affiliates as a result of:

            (a)   the   introduction   of  or   any   change   in   (or  in  the
                  interpretation,  administration  or application of) any law or
                  regulation made after the Signing Date; or

            (b)   compliance  with any law or  regulation  introduced  after the
                  Signing Date.


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<PAGE>

18.2        Claims

18.2.1      A Finance Party  intending to make a claim for Increased Costs shall
            notify the  Facilities  Agent of the event giving rise to the claim,
            following  which the  Facilities  Agent  shall  promptly  notify the
            Company.  Any such claim must be made on the Company within 6 months
            from the date on  which  the  Finance  Party  becomes  aware of such
            claim.

18.2.2      Each Finance Party shall,  as soon as practicable  after a demand by
            the Facilities Agent, provide a certificate confirming the amount of
            its Increased Costs.

18.3        Exceptions

            These provisions do not apply to the extent any Increased Cost is:

            (a)   attributable to a Tax Deduction  required by law to be made by
                  an Obligor;

            (b)   compensated  for under  another  clause in this  Agreement  or
                  would have been but for an exception in such clause;

            (c)   compensated for by the payment of the Mandatory Cost;

            (d)   attributable  to the  wilful  breach by the  relevant  Finance
                  Party or its Affiliates of any law or regulation;

            (e)   a tax on the overall net income or gains of a Finance Party or
                  any of its Affiliates; or

            (f)   attributable  to  the  implementation  or  application  of  or
                  compliance  with the  "International  Convergence  of  Capital
                  Measurement  and  Capital  Standards,   a  Revised  Framework"
                  published  by the Basel  Committee on Banking  Supervision  in
                  June 2004 in the form  existing  on the Signing  Date  ("Basel
                  II") or any other law or regulation  which implements Basel II
                  (whether such implementation,  application or compliance is by
                  a  government,   regulator,   Finance  Party  or  any  of  its
                  Affiliates).

19          Other indemnities

19.1        Currency indemnity

            The  Company  shall  as  an  independent  obligation,  within  three
            Business  Days of demand,  indemnify  each Finance Party against any
            loss or liability  which that Finance  Party incurs as a consequence
            of:

            (a)   that  Finance  Party  receiving  an  amount in  respect  of an
                  Obligor's liability under the Finance Documents; or

            (b)   that liability being converted into a claim,  proof,  judgment
                  or order,

            in a  currency  other  than the  currency  in which  the  amount  is
            expressed to be payable under the relevant Finance Document.


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<PAGE>

19.1.2      Unless  otherwise  required by law, each Obligor waives any right it
            may have in any  jurisdiction  to pay any amount  under the  Finance
            Documents in a currency  other than that in which it is expressed to
            be payable.

19.2        Other indemnities

            The Company shall,  within three Business Days of demand,  indemnify
            each Finance  Party against any cost,  loss or liability  (excluding
            loss of profit and amounts in respect of Margin)  which that Finance
            Party incurs as a consequence of:

            (a)   the occurrence of any Event of Default;

            (b)   a failure  by an Obligor to pay any amount due under a Finance
                  Document on its due date,  including  any  resulting  from any
                  distribution or redistribution of any amount among the Lenders
                  under this Agreement;

            (c)   a Utilisation  not being made after a Utilisation  Request has
                  been delivered for that Utilisation by reason of the operation
                  of any one or more of the provisions of this Agreement  (other
                  than by reason of  negligence or default by that Finance Party
                  alone); or

            (d)   a Utilisation (or part of a Utilisation)  not being prepaid in
                  accordance with a notice of prepayment.

            The Company's liability in each case includes any loss or expense on
            account of funds  borrowed,  contracted  for or utilised to fund any
            amount  payable  under any Finance  Document,  any amount  repaid or
            prepaid or any Utilisation.

19.3        Indemnity to the Facilities Agent

            The Company shall,  within three Business Days of demand,  indemnify
            the Facilities  Agent against any loss or liability  incurred by the
            Facilities Agent (acting reasonably) as a result of:

            (a)   investigating  any event which it reasonably  believes to be a
                  Default  provided that prior to any such  investigation  being
                  commenced  the  Facilities  Agent has  consulted  the  Company
                  concerning such event if the Facilities Agent,  acting in good
                  faith,  considers  that it can do so without  prejudicing  the
                  position of the Finance Parties; or

            (b)   acting or  relying on any notice  which the  Facilities  Agent
                  reasonably  believes to be genuine,  correct and appropriately
                  authorised.

20          Mitigation by the Finance Parties

20.1        Each Finance Party must, in consultation with the Company,  take all
            reasonable steps to mitigate any circumstances which arise and which
            result or would result in:

            (a)   any Tax  Payment  or  Increased  Costs  being  payable to that
                  Finance Party;


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<PAGE>

            (b)   that  Finance  Party  being  able to  exercise  any  right  of
                  prepayment and/or  cancellation under this Agreement by reason
                  of any illegality; or

            (c)   that Finance Party  incurring  any cost of complying  with the
                  minimum reserve requirements of the European Central Bank,

            including  transferring its rights and obligations under the Finance
            Documents to an Affiliate or changing its Facility Office.

20.2        Clause 20.1 above does not in any way limit the  obligations  of any
            Obligor under the Finance Documents.

20.3        The Company  must  indemnify  each  Finance  Party for all costs and
            expenses  reasonably  incurred  by  that  Finance  Party  which  are
            directly  referable to the Facility as a result of any step taken by
            it under this clause 20.

20.4        A Finance Party is not obliged to take any step under this clause 20
            if, in the opinion of that Finance Party (acting reasonably),  to do
            so could reasonably be expected to be prejudicial to it.

21          Costs and expenses

21.1        Initial costs

            Subject to clause 21.4,  the Company  shall,  within three  Business
            Days of demand,  pay to the  Facilities  Agent and the Arrangers the
            amount of all reasonable  costs and expenses  (including legal fees)
            reasonably  incurred  by them in  connection  with the  negotiation,
            preparation,  printing,  execution  and  syndication  of the Finance
            Documents.

21.2        Subsequent costs

21.2.1      Subject to clause 21.4,  the Company must  promptly on demand pay to
            the Facilities Agent the amount of all reasonable costs and expenses
            (including legal fees) reasonably incurred by it in connection with:

            (a)   the  negotiation,  preparation,  printing and execution of any
                  Finance Document (other than a Transfer  Certificate) executed
                  after the Signing Date; and

            (b)   any amendment,  waiver or consent requested by or on behalf of
                  an Obligor or an amendment required or specifically allowed by
                  this Agreement to any Finance Document.

21.3        Enforcement costs

            Subject to clause 21.4,  the Company must  promptly on demand pay to
            each Finance  Party the amount of all costs and expenses  (including
            legal  fees)  properly   incurred  by  it  in  connection  with  the
            enforcement of, or the preservation of any rights under, any Finance
            Document.


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<PAGE>

21.4        Legal fees

            The Company will only be liable to pay an amount in respect of legal
            fees under  clauses 22.1 to 21.3 for one law firm,  and, in the case
            of clauses 21.1 and 21.2,  applicable  foreign counsel instructed by
            such law firm for the purposes of obtaining legal opinions,  and, in
            the case of clause 21.3,  applicable  foreign counsel  instructed by
            such law firm for the purposes of enforcing or preserving any rights
            under any Finance Document,  representing all of the Finance Parties
            together.

22          Guarantee and indemnity

22.1        Guarantee and indemnity by the Company

22.1.1      The Company irrevocably and unconditionally:

            (a)   guarantees to each Finance Party punctual  performance by each
                  Borrower that is its Subsidiary of all that Borrower's payment
                  obligations under the Finance Documents;

            (b)   undertakes  with each Finance  Party that  whenever a Borrower
                  that is its Subsidiary  does not pay any amount when due under
                  any Finance  Document,  it shall  immediately on demand by the
                  Facilities  Agent pay that  amount as if it was the  principal
                  obligor; and

            (c)   indemnifies  each Finance Party  immediately on demand against
                  any loss or liability  suffered by that  Finance  Party if any
                  payment  obligation  guaranteed  by it hereunder is or becomes
                  unenforceable,  invalid  or  illegal;  the amount of the cost,
                  loss or liability  under this indemnity  shall be equal to the
                  amount  which that  Finance  Party would  otherwise  have been
                  entitled to recover.

22.1.2      The  guarantee in clause  22.1.1 is a continuing  guarantee and will
            extend  to  the  ultimate  balance  of  sums  payable  by any of the
            Company's  Subsidiaries under the Finance  Documents,  regardless of
            any intermediate payment or discharge in whole or in part.

22.2        Guarantee and indemnity by Carnival plc

22.2.1      Carnival plc irrevocably and unconditionally:

            (a)   guarantees to each Finance Party punctual  performance by each
                  Borrower that is its Subsidiary of all that Borrower's payment
                  obligations under the Finance Documents;

            (b)   undertakes  with each Finance  Party that  whenever a Borrower
                  that is its Subsidiary  does not pay any amount when due under
                  any Finance  Document,  it shall  immediately on demand by the
                  Facilities  Agent pay that  amount as if it was the  principal
                  obligor; and

            (c)   indemnifies  each Finance Party  immediately on demand against
                  any loss or liability  suffered by that  Finance  Party if any
                  payment  obligation  guaranteed  by it hereunder is or becomes
                  unenforceable,  invalid  or  illegal;  the amount of the cost,
                  loss or liability  under this indemnity


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                  shall be equal to the amount  which that  Finance  Party would
                  otherwise have been entitled to recover.

22.2.2      The  guarantee in clause  22.2.1 is a continuing  guarantee and will
            extend to the  ultimate  balance of sums  payable by any of Carnival
            plc's Subsidiaries  under the Finance  Documents,  regardless of any
            intermediate payment or discharge in whole or in part.

22.3        Reinstatement

            (a)   If any discharge (whether in respect of the obligations of any
                  Obligor or any security for those obligations or otherwise) or
                  arrangement  is made in whole  or in part on the  faith of any
                  payment,  security  or other  disposition  which is avoided or
                  must be  restored  on  insolvency,  liquidation  or  otherwise
                  without limitation, the liability of each Guarantor under this
                  clause will  continue as if the discharge or  arrangement  had
                  not occurred.

            (b)   Each Finance  Party may concede or  compromise  any claim that
                  any  payment,  security  or other  disposition  is  liable  to
                  avoidance or restoration.

22.4        Waiver of defences

            The  obligations of each Guarantor  under this clause 22 will not be
            affected by an act,  omission,  matter or thing which,  but for this
            clause,  would reduce,  release or prejudice any of its  obligations
            under this clause 22 (without limitation and whether or not known to
            it or any Finance Party) including:

            (a)   any time,  waiver or consent granted to, or composition  with,
                  any Obligor or other person;

            (b)   the release of any other Obligor or any other person under the
                  terms of any  composition or arrangement  with any creditor of
                  any member of the Carnival Corporation & plc Group;

            (c)   the  taking,  variation,   compromise,  exchange,  renewal  or
                  release  of, or  refusal or  neglect  to  perfect,  take up or
                  enforce,  any rights against,  or security over assets of, any
                  Obligor or other person;

            (d)   any  non-presentation  or  non-observance  of any formality or
                  other  requirement in respect of any instrument or any failure
                  to realise the full value of any security;

            (e)   any   incapacity   or  lack  of  power,   authority  or  legal
                  personality  of or  dissolution  or change in the  members  or
                  status of an Obligor or any other person;

            (f)   any amendment  (however  fundamental) of a Finance Document or
                  any other document or security;

            (g)   any   unenforceability,   illegality   or  invalidity  of  any
                  obligation  of any person  under any  Finance  Document or any
                  other document or security; or

            (h)   any insolvency or similar proceedings.


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22.5        Immediate recourse

            Each Guarantor  waives any right it may have of first  requiring any
            Finance  Party (or any  trustee  or agent on its  behalf) to proceed
            against or enforce any other  rights or  security  or claim  payment
            from any  person  before  claiming  from that  Guarantor  under this
            clause  22.  This  waiver  applies  irrespective  of any  law or any
            provision of the Finance Documents to the contrary.

22.6        Appropriations

22.6.1      Until  all  amounts  which may be or  become  payable  by any of the
            Company's   Subsidiaries  under  the  Finance  Documents  have  been
            irrevocably  paid in full,  each  Finance  Party (or any  trustee or
            agent on its behalf) may:

            (a)   refrain from applying or enforcing any other moneys,  security
                  or  rights  held or  received  by that  Finance  Party (or any
                  trustee or agent on its  behalf) in respect of those  amounts;
                  or

            (b)   apply and enforce the same in such manner and order as it sees
                  fit (whether against those amounts or otherwise); and

            (c)   hold  in  an  interest-bearing  suspense  account  any  moneys
                  received  from the  Company  or on  account  of the  Company's
                  liability under this clause 22.

22.6.2      Until all amounts which may be or become  payable by any of Carnival
            plc's Subsidiaries under the Finance Documents have been irrevocably
            paid in full,  each  Finance  Party (or any  trustee or agent on its
            behalf) may:

            (a)   refrain from applying or enforcing any other moneys,  security
                  or  rights  held or  received  by that  Finance  Party (or any
                  trustee or agent on its  behalf) in respect of those  amounts;
                  or

            (b)   apply and enforce the same in such manner and order as it sees
                  fit (whether against those amounts or otherwise); and

            (c)   hold  in  an  interest-bearing  suspense  account  any  moneys
                  received  from  Carnival  plc or on account of Carnival  plc's
                  liability under this clause 22.

22.7        Non-competition

22.7.1      The Company shall,  until all sums whatsoever  payable by any of its
            Subsidiaries  under the Finance Documents have been irrevocably paid
            in full,  exercise only in accordance  with the  Facilities  Agent's
            instructions:

            (a)   its rights of subrogation,  contribution and indemnity against
                  that Subsidiary;

            (b)   its right to take the  benefit  of,  share in or  enforce  any
                  security or other guarantee or indemnity for that Subsidiary's
                  obligations  under the  Finance  Documents  held by any of the
                  Finance Parties; and/or


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<PAGE>

            (c)   its rights to prove or claim in the  bankruptcy,  liquidation,
                  administration   or  other  insolvency   proceedings  of  that
                  Subsidiary.

22.7.2      Any  amount  recovered  as a result of the  exercise  of the  rights
            described  in  clause  22.7.1  above  shall be held on trust for the
            Facilities  Agent on behalf of the  Finance  Parties and paid to the
            Facilities  Agent for the  Finance  Parties on demand.  The  Company
            warrants to the Finance  Parties  that it has not taken any security
            from its  Subsidiaries  in  relation to the  Finance  Documents  and
            agrees  not to do so until  the  Finance  Parties  receive  all sums
            payable  by those  Subsidiaries  under the  Finance  Documents.  Any
            security  taken by the Company in breach of this  provision  and all
            moneys at any time  received  in  respect  thereof  shall be held in
            trust for the Finance Parties.

22.7.3      Carnival plc shall,  until all sums whatsoever payable by any of its
            Subsidiaries  under the Finance Documents have been irrevocably paid
            in full,  exercise only in accordance  with the  Facilities  Agent's
            instructions:

            (a)   its rights of subrogation,  contribution and indemnity against
                  that Subsidiary;

            (b)   its right to take the  benefit  of,  share in or  enforce  any
                  security or other guarantee or indemnity for that Subsidiary's
                  obligations  under the  Finance  Documents  held by any of the
                  Finance Parties; and/or

            (c)   its rights to prove or claim in the  bankruptcy,  liquidation,
                  administration   or  other  insolvency   proceedings  of  that
                  Subsidiary.

22.7.4      Any  amount  recovered  as a result of the  exercise  of the  rights
            described  in  clause  22.7.3  above  shall be held on trust for the
            Facilities  Agent on behalf of the  Finance  Parties and paid to the
            Facilities  Agent for the Finance  Parties on demand.  Carnival  plc
            warrants to the Finance  Parties  that it has not taken any security
            from its  Subsidiaries  in  relation to the  Finance  Documents  and
            agrees  not to do so until  the  Finance  Parties  receive  all sums
            payable  by those  Subsidiaries  under the  Finance  Documents.  Any
            security  taken by Carnival plc in breach of this  provision and all
            moneys at any time  received  in  respect  thereof  shall be held in
            trust for the Finance Parties.

22.8        Additional security

            Each  guarantee  in clause  22.1 is in addition to and is not in any
            way   prejudiced   by  any  other   guarantee  or  security  now  or
            subsequently held by any Finance Party.

23          Representations

23.1        Representations

            The  representations  set out in this clause are made in  accordance
            with clause 23.10 (Times for making representations).


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23.2        Status

            Each Obligor is duly  incorporated  and validly  existing  under the
            laws of its  jurisdiction of  incorporation  as a limited  liability
            company,  a corporation,  or other legal entity and has the power to
            execute,  deliver  and  perform  its  obligations  under the Finance
            Documents;  all  necessary  corporate  action has been taken by each
            Obligor to authorise the execution, delivery and performance of, the
            Finance Documents to which it is or will be a party and each Finance
            Document  to  which  it is a party  constitutes  valid  and  legally
            binding and  enforceable  obligations  in accordance  with its terms
            (subject  to  applicable  bankruptcy,  reorganisation,   insolvency,
            moratorium or similar laws affecting creditors' rights generally and
            subject,  as to enforceability,  to equitable  principles of general
            application  (regardless  of  whether  enforcement  is  sought  in a
            proceeding in equity or at law));  each Obligor has the power to own
            its assets and carry on its business as it is being  conducted where
            a lack of such power would have a Material Adverse Effect.

23.3        Non-conflict

            The  execution,  delivery  and  performance  by each  Obligor of the
            Finance  Documents will not contravene any existing law,  regulation
            or  authorisation  to which that  Obligor is subject,  result in the
            breach of or default  under any  agreement  or other  instrument  to
            which that  Obligor is a party or which is binding upon that Obligor
            or  its  assets  or  contravene  any  provision  of  that  Obligor's
            constitutional documents.

23.4        No default

23.4.1      No Default has  occurred and is  continuing  or will result from the
            execution of, or the performance of any transaction contemplated by,
            any Finance Document.

23.4.2      No  Obligor  nor any of its  respective  Subsidiaries  is in default
            under any agreement relating to Borrowed Money to which it or any of
            its respective  Subsidiaries is a party or by which it or any of its
            respective  Subsidiaries  may be bound  which  default  would have a
            Material Adverse Effect.

23.5        Financial statements

            The Carnival  Corporation & plc Group's audited financial statements
            most recently  delivered to the Facilities Agent (which, in the case
            of the Carnival Corporation & plc Group at the Signing Date, are the
            Original Financial Statements):

            (a)   have been  prepared  in  accordance  with  GAAP,  consistently
                  applied; and

            (b)   fairly  represent its financial  condition  (consolidated,  if
                  applicable) as at the date to which they were drawn up,

            except,  in  each  case,  as  disclosed  to the  contrary  in  those
            financial statements.


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<PAGE>

23.6        No material adverse change

            There has been no adverse  change in the  business  or  consolidated
            financial  condition of the Carnival  Corporation  & plc Group since
            the date to which the Original  Financial  Statements  were drawn up
            which would have a Material Adverse Effect.

23.7        Litigation

            No litigation,  arbitration or administrative  proceedings is taking
            place, pending or to its knowledge, threatened against an Obligor or
            any Material Subsidiary,  which is likely to be determined adversely
            to the relevant member of the Carnival  Corporation & plc Group and,
            if so determined, would be likely to have a Material Adverse Effect.

23.8        Pari passu ranking

            The obligations of each Obligor under the Finance Documents to which
            it is a party rank at least  pari  passu with all its other  present
            unsecured and unsubordinated  indebtedness with the exception of any
            obligations which are mandatorily preferred by law.

23.9        United States Law

23.9.1      In this Subclause:

            controlled  has  the  meaning  given  to it  in  the  United  States
            Investment Company Act of 1940;

            holding company,  affiliate and subsidiary company have the meanings
            given to them in the United States Public  Utility  Holding  Company
            Act of 1935;

            investment  company has the meaning given to it in the United States
            Investment Company Act of 1940; and

            public  utility  has the  meaning  given to it in the United  States
            Federal Power Act of 1920.

23.9.2      No Obligor which is  incorporated in the United States of America or
            a state thereof is:

            (a)   a holding  company,  an  affiliate  of a holding  company or a
                  subsidiary  company  of  a  holding  company,  or  subject  to
                  regulation,  under the United  States Public  Utility  Holding
                  Company Act of 1935;

            (b)   an investment  company or controlled by an investment  company
                  or required to register as an investment company; or

            (c)   a public utility,  or subject to regulation,  under the United
                  States Federal Power Act of 1920.


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<PAGE>

23.10       Times for making representations

23.10.1     The  representations  set out in  this  clause  23 are  made by each
            Original  Obligor on the Signing  Date in respect of itself (and its
            respective  Subsidiaries  if so  stated  in  the  representation  so
            concerned) to each Finance Party.

23.10.2     Unless a representation is expressed to be given at a specific date,
            each  representation  (other than clause 23.4 (No default) to clause
            23.7 (Litigation) inclusive) is deemed to be repeated by the Company
            and  each  Borrower  to  each  Finance  Party  on the  date  of each
            Utilisation  Request,  each Utilisation  Date, the first day of each
            Interest Period and, in the case of an Additional  Borrower,  by the
            Additional  Borrower on the day on which the  Subsidiary  becomes an
            Additional Borrower.

23.10.3     When a representation  is repeated,  it shall be made with reference
            to the facts and circumstances existing at the time of repetition.

24          Information undertakings

24.1        Financial statements

24.1.1      The Company must supply to the Facilities Agent in sufficient copies
            for all the Lenders:

            (a)   the audited consolidated  financial statements of the Carnival
                  Corporation & plc Group for each of its financial years (which
                  will be the Carnival Corporation 10-K as filed with the SEC);

            (b)   the  unaudited   consolidated   financial  statements  of  the
                  Carnival  Corporation  & plc Group for each of the first three
                  fiscal  quarters in each of its financial years (which will be
                  the Carnival Corporation 10-Q as filed with the SEC); and

            (c)   the  registration  statements  and reports  filed with the SEC
                  (including the Carnival  Corporation  10-K) by the Company and
                  Carnival plc.

24.1.2      All  financial  statements  must be  supplied  as  soon as they  are
            available and:

            (a)   in the case of the audited  consolidated  financial statements
                  of the Carnival Corporation & plc Group, within 120 days;

            (b)   in the case of unaudited quarterly financial statements of the
                  Carnival Corporation & plc Group, within 75 days; and

            (c)   in the case of registration  statements and reports filed with
                  the SEC, within 15 days,

            of the  end of the  relevant  financial  period  (or in the  case of
            clause  24.1.1(c)  above,  of the  date of  filing  with  the SEC in
            accordance  with  the  time  periods  specified  in  the  rules  and
            regulations of the SEC).


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<PAGE>

24.2        Form of financial statements

            The  Company  must  ensure  that  each set of  financial  statements
            supplied  under  this  Agreement   fairly   presents  the  financial
            condition  (consolidated  or otherwise) of the relevant person as at
            the date to which  those  financial  statements  were  drawn up. The
            Company shall not be required to produce  footnotes to the unaudited
            financial statements.

24.3        Compliance Certificate

24.3.1      The  Company  must  supply  to the  Facilities  Agent  a  Compliance
            Certificate  with  each  set of  financial  statements  sent  to the
            Facilities Agent under this Agreement.

24.3.2      A  Compliance  Certificate  must be  signed  by a  senior  financial
            officer of the Company.

24.4        Information - miscellaneous

24.4.1      The  Company  must supply to the  Facilities  Agent,  in  sufficient
            copies for all the Lenders if the Facilities Agent so requests:

            (a)   copies of all documents  despatched by the Company or Carnival
                  plc  to  its  creditors  generally  at the  same  time  as the
                  documents are despatched;

            (b)   promptly  on  request,  a list of the  then  current  Material
                  Subsidiaries; and

            (c)   promptly on request,  such further  information  regarding the
                  financial condition and operations of the Carnival Corporation
                  & plc Group as any Finance Party through the Facilities  Agent
                  may   reasonably   require   except   information   which   is
                  confidential in relation to third parties or which the Company
                  is  prohibited   from  disclosing  by  law  or  by  regulatory
                  requirement.

24.4.2      The Company must provide  written notice to the Facilities  Agent of
            any information posted to the website identified in clause 24.6.1(b)
            for the benefit of its  shareholders,  and for this purpose only the
            Facilities  Agent  agrees that it will accept such  notification  by
            email.  The  Company  shall  provide  such  notification  as soon as
            practicable after the relevant information is posted to the website.

24.5        Notification of Default

            The Company must notify the Facilities Agent of any Default (and the
            steps,  if any,  being taken to remedy it)  promptly  upon  becoming
            aware of its occurrence.

24.6        Use of websites

24.6.1      Except as provided  below,  the Company may deliver any  information
            under this  Agreement to a Lender by posting it on to an  electronic
            website if:

            (a)   the Facilities Agent and the Lender agree, it being understood
                  that the  Facilities  Agent and all Original  Lenders  provide
                  their consent for all of the  information  under clause 24.1.1
                  to be so delivered;


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<PAGE>

            (b)   the Company and the Facilities  Agent  designate an electronic
                  website  for this  purpose  which,  for the  purpose of clause
                  24.1.1 hereof shall be www.carnivalcorp.com,  until and unless
                  the  Company  sends  written  notice to the  Facilities  Agent
                  advising of a change to the details of the website;

            (c)   the Company  notifies the  Facilities  Agent of the address of
                  and password (if any) for the website (other than with respect
                  to the  information  contemplated by clause 24.1.1 which shall
                  be posted to the website  identified  in paragraph (b) above);
                  and

            (d)   the  information  posted  is in a format  agreed  between  the
                  Company and the Facilities Agent.

            The  Facilities  Agent must  supply  each  relevant  Lender with the
            address of and password for the website.

24.6.2      Notwithstanding the above, the Company must supply to the Facilities
            Agent in paper form a copy of any information  posted on the website
            together with sufficient copies for:

            (a)   any Lender not agreeing to receive information via the website
                  (subject to clause 24.6.1(a) above); and

            (b)   within ten Business Days of request, any other Lender, if that
                  Lender so requests (subject to clause 24.6.1(a) above).

24.6.3      The Company must  promptly upon  becoming  aware of its  occurrence,
            notify the Facilities Agent if:

            (a)   the website cannot be accessed;

            (b)   the website or any  information  on the website is infected by
                  any electronic virus or similar software;

            (c)   the password (if any) for the website is changed; or

            (d)   any  information to be supplied under this Agreement is posted
                  on the website or amended after being posted.

            If the  circumstances  in  paragraph  (a) or (b)  above  occur,  the
            Company must supply any information required under this Agreement in
            paper form during the time that the website is not available.

24.7        "Know your customer" checks

24.7.1      The  Company  shall  promptly  upon  the  written   request  of  the
            Facilities   Agent   supply,   or  procure   the  supply  of,   such
            documentation  and  other  evidence  about  each  Obligor  and  each
            Additional  Borrower as is  reasonably  requested by the  Facilities
            Agent,  for  itself,  on  behalf  of any  Lender or on behalf of any
            prospective  New Lender,  in order for the  Facilities  Agent,  that
            Lender or prospective  New Lender to carry out and be satisfied with
            the results of all necessary "know your customer"  checks that it is
            required to carry out by reason of being a party to the transactions
            contemplated in the Finance


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<PAGE>

            Documents,  provided that  (subject to any change of law,  change of
            regulation or a change in a Lender's internal compliance procedures,
            or any change in the  interpretation,  administration or application
            thereof,  that is made, in each case, in accordance  with a Lender's
            normal  practice  in respect of  companies  which are listed (at all
            times when the  Company is  listed)  investment  grade (at all times
            when the Company's  debt is of investment  grade) and (at all times)
            of a comparable  credit standing to the Company (other than, in each
            case, on those  companies first becoming a customer of that Lender),
            or any change in status of any Obligor after the Signing Date,  that
            might reasonably  result in further  documentation or other evidence
            being required) the Facilities  Agent may only make one such request
            in respect of itself, each Lender and each prospective New Lender.

24.7.2      Each Lender shall promptly upon the request of the Facilities  Agent
            supply,  or  procure  the supply of,  such  documentation  and other
            evidence as is  reasonably  requested by the  Facilities  Agent (for
            itself)  in order  for the  Facilities  Agent  to  carry  out and be
            satisfied  with the results of all  necessary  "know your  customer"
            checks that it is required to carry out pursuant to the transactions
            contemplated in the Finance Documents.

25          Financial covenants

25.1        Definitions

            Borrowed Money or moneys borrowed means, at any time, all borrowings
            of the  respective  members of the Carnival  Corporation & plc Group
            whether  secured or unsecured and shall be deemed to include (to the
            extent  that the same  would  not  otherwise  fall to be taken  into
            account):

            (a)   the  principal  amount for the time being owing (other than to
                  any  member of the  Carnival  Corporation  & plc Group) of all
                  debentures  (as  defined in section 744 of the  Companies  Act
                  1985) notwithstanding that the same may be or have been issued
                  in whole  or in part  for a  consideration  other  than  cash;
                  except that,  in the case of a debenture  issued at a discount
                  which contains provisions for prepayment or acceleration,  the
                  principal  amount thereof at any relevant time shall be deemed
                  to be the highest  amount which would,  if such debenture were
                  then to be repaid in  accordance  with any such  provision for
                  prepayment  or  acceleration,  be  repayable in respect of the
                  principal amount thereof;

            (b)   the outstanding  amount raised by the acceptance of bills (not
                  being acceptances of trade bills in respect of the purchase or
                  sale of goods in the ordinary course of trading) by any member
                  of the  Carnival  Corporation  & plc  Group  or by any bank or
                  accepting  house under any acceptance  credit opened on behalf
                  of any member of the Carnival Corporation & plc Group;

            (c)   the fixed premium payable on final  redemption or repayment of
                  any debentures, share capital or other Borrowed Moneys falling
                  to be taken into account;

            (d)   the  nominal  amount  of any  issued  share  capital  and  the
                  principal  amount of any Borrowed  Moneys,  the  redemption or
                  repayment   whereof  is  guaranteed  or  the  subject  of  any
                  indemnity


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<PAGE>

                  or otherwise secured (and where part only is so secured to the
                  extent  so  secured)  by any  other  member  of  the  Carnival
                  Corporation  & plc Group except  insofar as either the benefit
                  of such  guarantee or indemnity or security or the  beneficial
                  interest in the right to such  redemption or repayment is held
                  by another  member of the Carnival  Corporation & plc Group or
                  such  nominal  or  principal  amount is  otherwise  taken into
                  account hereunder;

            Provided that:

                  (i)   moneys   borrowed   by  any   member  of  the   Carnival
                        Corporation  & plc Group for the  purpose of repaying or
                        redeeming (with or without  premium) in whole or in part
                        any  other  Borrowed  Moneys  falling  to be taken  into
                        account and  intended  to be applied  for such  purposes
                        within six months  after the  borrowing  thereof  and so
                        applied  shall  not  during  such  period  except to the
                        extent not so applied themselves be taken into account;

                  (ii)  moneys   borrowed   by  any   member  of  the   Carnival
                        Corporation & plc Group and owing to any other member of
                        the Carnival  Corporation & plc Group shall not (save to
                        the  extent  mentioned  in (iii)  below)  be taken  into
                        account;

                  (iii) moneys borrowed by a member of the Carnival  Corporation
                        & plc Group which is a partly  owned  Subsidiary  of the
                        Company and not owing to the  Company or another  member
                        of the Carnival  Corporation  & plc Group shall be taken
                        into account subject to the exclusion of that proportion
                        thereof  as  equals  the  minority  proportion  but  the
                        minority  proportion of any moneys  borrowed by a member
                        of  the  Carnival   Corporation   &  plc  Group  from  a
                        partly-owned   Subsidiary   (which  would  otherwise  be
                        excluded by virtue of (ii) above) shall be included; for
                        these  purposes  minority  proportion  shall  mean  that
                        proportion of the issued  equity share  capital  (within
                        the meaning of section 744 of the Companies  Act,  1985)
                        of the partly-owned Subsidiary which is not attributable
                        directly or indirectly to the Company;

                  (iv)  moneys borrowed by a member of the Carnival  Corporation
                        & plc Group expressed in or calculated by reference to a
                        currency  other than US Dollars shall be converted  into
                        US  Dollars  in  the  manner   used  in  the   financial
                        statements filed by the Carnival Corporation & plc Group
                        with the SEC;

                  (v)   moneys  borrowed  against  the  security  of an asset in
                        respect of which there is no recourse against any member
                        of the  Carnival  Corporation  & plc Group other than to
                        that asset shall not be taken into account; and

                  (vi)  Excluded Indebtedness shall not be taken into account.

            Capital  Lease means with  respect to any  person,  any lease of any
            property (whether real,  personal or mixed) by such person as lessee
            that,  in  accordance  with GAAP,  either  would be  required  to be
            classified  and  accounted for as a capital lease on a balance sheet
            of such person or  otherwise  be disclosed as such in a note to such
            balance  sheet,  other than, in the case of the Company and


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            Carnival  plc or a  Subsidiary,  any  such  lease  under  which  the
            Company, Carnival plc or such Subsidiary is the lessor.

            Consolidated Capital means, at any time, the aggregate of the Issued
            Capital and Consolidated  Reserves of the Carnival Corporation & plc
            Group and all Borrowed Moneys for the time being undischarged.

            Consolidated  Net  Interest  Charges  means  Interest  Payable  less
            Interest Receivable during the relevant Measurement Period.

            EBITDA means the consolidated net income of the Carnival Corporation
            & plc Group for the relevant Measurement Period:

            (a)   before any deduction for Taxes;

            (b)   before any deduction for Consolidated Net Interest Charges and
                  before  any  amortisation  of  upfront  fees and  expenses  in
                  relation to Borrowed Money;

            (c)   before any deduction for depreciation or impairment;

            (d)   before any deduction for amortisation; and

            (e)   excluding  exceptional items and separately  disclosable items
                  (for the avoidance of doubt, including restructuring items),

            but  adjusted  by  deducting  any amounts  attributable  to minority
            interests.

            Excluded Indebtedness means any Indebtedness (including Indebtedness
            pursuant to a U.S. leveraged lease financing  including a U.S. lease
            to service  contract under Section  7701(e) of the Internal  Revenue
            Code of 1986 (as amended  from time to time)),  the payment of which
            is provided for by the deposit of cash, cash  equivalents or letters
            of credit with one or more investment-grade banks or other financial
            institutions acting as payment undertaker,  irrespective whether any
            such arrangements constitutes a defeasance under GAAP.

            GAAP means generally  accepted  accounting  principles in the United
            States.

            Indebtedness  means (a) any liability of any person (i) for borrowed
            money, or under any reimbursement  obligation related to a letter of
            credit or bid or performance  bond facility,  or (ii) evidenced by a
            bond, note, debenture or other evidence of indebtedness (including a
            purchase  money  obligation)  representing  extensions  of credit or
            given in connection with the acquisition of any business,  property,
            service  or asset of any kind,  including  without  limitation,  any
            liability  under any commodity,  interest rate or currency  exchange
            hedge or swap agreement  (other than a trade payable,  other current
            liability  arising in the ordinary  course of business or commodity,
            interest rate or currency  exchange hedge or swap agreement  arising
            in the ordinary  course of business) or (iii) for  obligations  with
            respect  to (A) an  operating  lease,  or (B) a  lease  of  real  or
            personal  property that is or would be classified  and accounted for
            as a Capital  Lease;  (b) any  liability  of others  either  for any
            lease, dividend


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<PAGE>

            or  letter  of  credit,  or  for  any  obligation  described  in the
            preceding  clause (a) that (i) the person has  guaranteed or that is
            otherwise its legal  liability  (whether  contingent or otherwise or
            direct  or  indirect,   but  excluding  endorsements  or  negotiable
            instruments  for deposit or  collection  in the  ordinary  course of
            business)  or  (ii)  is  secured  by any  Security  Interest  on any
            property or asset owned or held by that person,  regardless  whether
            the  obligation  secured  thereby shall have been assumed by or is a
            personal   liability  of  that  person;   and  (c)  any   amendment,
            supplement,  modification, deferral, renewal, extension or refunding
            of any  liability  of the types  referred  to in clauses (a) and (b)
            above;  provided  however,  that  "Indebtedness"  shall not  include
            Excluded Indebtedness.

            Interest  means the aggregate  interest,  guarantee  commission  and
            amounts in the nature of interest  paid or payable in respect of any
            Borrowed  Moneys  (other than  agency,  arrangement,  management  or
            participation fees or fees of any other nature).

            Interest Payable means the aggregate of:

            (a)   all Interest  attributable  to the Carnival  Corporation & plc
                  Group and charged to the  Carnival  Corporation  & plc Group's
                  consolidated  profit  and loss  account  during  the  relevant
                  Measurement Period; and

            (b)   the interest (or equivalent) element of payments under finance
                  leases  attributable  to the Carnival  Corporation & plc Group
                  and  charged  to  the  Carnival   Corporation  &  plc  Group's
                  consolidated  profit and loss account during that  Measurement
                  Period;

            in each case and calculated on the basis that:

            (i)   the amount of Interest  accrued will be increased by an amount
                  equal to any  amount  payable  by any  member of the  Carnival
                  Corporation   &  plc  Group  under   interest   rate   hedging
                  arrangements in relation to that Measurement Period; and

            (ii)  the amount of  Interest  accrued  will be reduced by an amount
                  equal to any  amount  payable  to any  member of the  Carnival
                  Corporation   &  plc  Group  under   interest   rate   hedging
                  arrangements in relation to that Measurement Period.

            Interest  Receivable means all interest and amounts in the nature of
            interest  attributable  to the Carnival  Corporation & plc Group and
            credited to the  Carnival  Corporation  & plc  Group's  consolidated
            profit and loss  account  during  the  relevant  Measurement  Period
            (whether or not paid).

            Issued Capital and Consolidated  Reserves means at any relevant time
            the aggregate of:

            (a)   the amount paid up or credited as paid up on the issued  share
                  capital of the Company and  Carnival  plc on a combined  basis
                  (for which purpose an issue or proposed issue of share capital
                  for cash which has been unconditionally  underwritten shall be
                  deemed paid up to the extent that the  underwriters are liable
                  therefor  and that such  capital  will be paid up within  four
                  months from the date when such  underwriting  liability became
                  unconditional); and


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<PAGE>

            (b)   the amounts standing to the credit of the consolidated capital
                  and revenue  reserves of the Carnival  Corporation & plc Group
                  (including  any share  premium  account or capital  redemption
                  reserve fund) after adding thereto or deducting  therefrom any
                  balance to the credit or debit of the profit and loss account,
                  all  determined  by  reference  to the then  latest  available
                  audited  consolidated  balance  sheet of Carnival  Corporation
                  (reflecting the Carnival Corporation & plc Group) but after:

                  (i)   deducting an amount equal to any distribution  declared,
                        recommended  or  made  by any  member  of  the  Carnival
                        Corporation  & plc Group  (otherwise  than  attributable
                        directly or  indirectly  to the  Company) out of profits
                        earned  up to and  including  the  date of such  balance
                        sheet  to  the  extent  that  such  distribution  is not
                        provided for in such balance sheet;

                  (ii)  excluding amounts  attributable to minority interests in
                        the Company's or Carnival plc's Subsidiaries;

                  (iii) excluding  any sums set aside for deferred  taxation but
                        only to the extent that the  reduction in the tax charge
                        represented  thereby  cannot  be  seen  with  reasonable
                        probability to continue for the foreseeable future; and

                  (iv)  deducting any amount  representing any intangible assets
                        other than goodwill arising on consolidation.

            Measurement Period means any twelve month period ending on a Testing
            Date.

            Testing  Date  means the last day of each  financial  quarter of the
            Carnival Corporation & plc Group.

25.2        Interpretation

25.2.1      Except  as  otherwise  expressly  provided  herein,  all terms of an
            accounting or financial nature shall be construed in accordance with
            GAAP, as in effect from time to time;  provided that, if the Company
            notifies the Facilities Agent that the Company requests an amendment
            to any  provision  hereof to  eliminate  the  effect  of any  change
            occurring  after  the  Signing  Date in  GAAP or in the  application
            thereof on the  operation of such  provision  (or if the  Facilities
            Agent  notifies  the Company that the  Majority  Lenders  request an
            amendment to any provision  hereof for such purpose),  regardless of
            whether any such notice is given before or after such change in GAAP
            or  in  the  application  thereof,  then  such  provision  shall  be
            interpreted   on  the  basis  of  GAAP  as  in  effect  and  applied
            immediately  before such change  shall have become  effective  until
            such notice shall have been withdrawn or such  provision  amended in
            accordance herewith.

25.2.2      Any amount in a  currency  other than US Dollars is to be taken into
            account at its US Dollars equivalent  calculated on the basis of the
            relevant  rates of exchange  used by the Carnival  Corporation & plc
            Group in, or in connection  with, its financial  statements for that
            period.

25.2.3      No  item  must  be  credited  or  deducted  more  than  once  in any
            calculation under this clause.


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<PAGE>

25.3        Issued Capital and Consolidated Reserves

            The Company must ensure that on each Testing Date Issued Capital and
            Consolidated Reserves are in excess of USD5,000,000,000.

25.4        Gearing

            The Company must ensure that on each  Testing Date the  aggregate of
            all  Borrowed  Moneys  (for the time  being  undischarged)  does not
            exceed 65 per cent. of Consolidated Capital at that time.

25.5        Interest cover

            The  Company  must  ensure  that on each  Testing  Date the ratio of
            EBITDA to  Consolidated  Net Interest  Charges,  for the Measurement
            Period ending on the Testing Date, is not less than 3 to 1.

26          General undertakings

26.1        General

            Each  Obligor  agrees to be bound by the  covenants  set out in this
            clause  relating to it and, where the covenant is expressed to apply
            to any  member  of  the  Carnival  Corporation  & plc  Group  and/or
            Material  Subsidiaries,  the Company and  Carnival  plc shall ensure
            that, in respect of each of their Subsidaries, the relevant Carnival
            Corporation & plc Group member performs that covenant.

26.2        Authorisations

            Each  Obligor  will  obtain  and  comply  with  and do all  that  is
            necessary  to maintain in full force and effect,  and shall  procure
            that each of its Subsidiaries obtain and comply with and do all that
            is necessary  to maintain in full force and effect,  in all material
            respects the terms and conditions of all authorisations,  approvals,
            resolutions, exemptions, filings, notarisations,  consents, licences
            and  concessions  material to the  carrying on of its  business as a
            member of the Carnival Corporation & plc Group, where the failure to
            so comply would be likely to have a Material Adverse Effect.

26.3        Negative pledge

            No Obligor will create or incur, or suffer to be created or incurred
            or come to exist any Security Interest in respect of Indebtedness on
            any vessel or other of its properties or assets of any kind, real or
            personal,  tangible  or  intangible,  included  in the  consolidated
            balance sheet of the Carnival  Corporation & plc Group in accordance
            with GAAP,  nor shall the Company  permit any member of the Carnival
            Corporation  & plc Group to do any of the  foregoing  provided  that
            solely  for the  purposes  of this  clause  26.3 the term  "Security
            Interest" shall not include:

            (a)   any  Security  Interest  in  respect  of  Excluded  Assets  or
                  Excluded Indebtedness; and

            (b)   any other Security  Interest in respect of  Indebtedness up to
                  an  amount  not  greater  than 40% of the  amount of the total
                  assets of the Carnival Corporation & plc Group as shown in the


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<PAGE>

                  Carnival  Corporation  & plc Group's most recent  consolidated
                  balance sheet  (excluding  for these purposes the value of any
                  intangible assets).

26.4        Insurance

            The Company (for itself and its  Subsidiaries) and Carnival plc (for
            itself and its Subsidiaries) will ensure that it, each other Obligor
            and each  Material  Subsidiary  will insure all of their  respective
            properties and assets with insurance companies to such an extent and
            against  such  risks as  prudent  companies  engaged  in  businesses
            similar to those of the relevant  company  normally insure where the
            failure to so insure  would have a  Material  Adverse  Effect if the
            risk concerned were to occur.

26.5        ERISA

            The Company (for itself and its  Subsidiaries) and Carnival plc (for
            itself and its Subsidiaries) will ensure that it, each other Obligor
            and  each  Material  Subsidiary  will  comply  with  all  applicable
            provisions  of  ERISA  and  the   regulations   and  rulings  issued
            thereunder  where  failure  to so  comply  would be likely to have a
            Material Adverse Effect.

26.6        Margin  Stock

            The Company (for itself and its  Subsidiaries) and Carnival plc (for
            itself and its  Subsidiaries)  will ensure that no Borrower will use
            the proceeds of any Utilisation,  directly or indirectly,  to buy or
            carry Margin Stock (as defined in  Regulations U and X issued by the
            Board of Governors of the United States Federal  Reserve  System) or
            to extend  credit to others for the  purposes  of buying or carrying
            Margin  Stock in any  manner  that  might  cause  the  borrowing  or
            application to violate Regulations U or X.

27          Events of Default

27.1        Each of the events set out in this clause is an Event of Default.

27.2        Non-payment

            An  Obligor  does not pay on the due date any  amount  payable by it
            under the Finance Documents in the manner required under the Finance
            Documents  and such amount is not paid within five  Business Days of
            receipt of written notice from the Facilities  Agent that it has not
            received such sum provided that if such failure is solely the result
            of any  bank or  financial  institution  not  promptly  remitting  a
            payment as  instructed  by the Obligor and if that Obligor has taken
            all  reasonable  steps to cause such payment to be made,  the period
            for the  remedy  of such  payment  failure  shall be  extended  by a
            further three Business Days.

27.3        Breach of other obligations

            An Obligor  defaults in the due  performance or observance of any of
            its covenants under clause 25 or any material  obligations under the
            Finance  Documents  (other than non-payment of any amount payable by
            it  under  the  Finance  Documents  on its  due  date),  unless  the
            non-compliance  is  remedied


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<PAGE>

            within fifteen  Business Days of the Facilities  Agent giving notice
            of the non-compliance and requesting that such default be remedied.

27.4        Misrepresentation

            Any material representation or warranty made or deemed to be made or
            repeated by an Obligor in any Finance  Document is or proves to have
            been incorrect in any material  respect,  unless the same is capable
            of  remedy  and is  remedied  within  fifteen  Business  Days of the
            Facilities Agent giving notice of the misrepresentation.

27.5        Cross-default

            Any  Borrowed  Money in any  amount or  aggregate  amount at any one
            time, in excess of USD40,000,000 (or its equivalent in any currency)
            of a Carnival Material Group Member:

            (a)   is not  paid  as and  when  the  same is and  becomes  due and
                  payable (or within any applicable grace period); or

            (b)   becomes (whether by declaration or automatically in accordance
                  with the relevant  agreement or  instrument  constituting  the
                  same)  due  and  payable  prior  to the  date  when  it  would
                  otherwise  have become due by reason of any  default  (however
                  described),

            provided that no Event of Default shall arise under this clause 27.5
            where the  Borrowed  Money in question is a  Non-Recourse  Financing
            Arrangement.

27.6        Insolvency Proceedings

27.6.1      An  order  is made  or  resolution  passed  for  the  winding-up  or
            dissolution of a Carnival Material Group Member other than:

            (a) for the purpose of an  amalgamation,  reorganisation,  merger or
            reconstruction  agreed to in writing by the Facilities Agent (acting
            on the instructions of the Majority  Lenders,  such agreement not to
            be unreasonably withheld or delayed); or

            (b) where such winding-up or dissolution is commenced as a result of
            the termination of the dual-listed combination structure between the
            Company and Carnival plc and where the  surviving  entity is (A) the
            Company where the Company  assumes all the  obligations  of Carnival
            plc under this Agreement, Carnival plc or a Subsidiary of either the
            Company  or  Carnival  plc  which  assumes  all the  obligations  of
            Carnival  plc  under  this  Agreement  and (B)  such  winding-up  or
            dissolution is permitted under the terms of the DLC Documents; or

27.6.2      A  Carnival  Material  Group  Member  makes  or  seeks  to make  any
            composition or other  restructuring with its creditors  generally in
            respect of indebtedness which it would otherwise be unable to pay or
            an  administration  or similar  order is made in relation  to, or an
            administrator  or similar  officer is  appointed  in respect of, the
            relevant Carnival Material Group Member.


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<PAGE>

27.7        Insolvency

            A Carnival  Material  Group Member is deemed unable to pay its debts
            (within the meaning of section  123(1)(e)  or (2) of the  Insolvency
            Act 1986) or, in  relation to any  Carnival  Material  Group  Member
            incorporated in Italy, is insolvent (within the meaning of Article 5
            of the Italian  Insolvency Law) or an encumbrancer  takes possession
            of or a receiver or person with similar powers is appointed over the
            whole or a substantial part of the relevant  Carnival Material Group
            Member's  assets and shall not be paid off or removed within fifteen
            Business Days, and no Event of Default shall arise under this clause
            27.7  where the  asset or  property  in  question  is the  subject a
            Non-Recourse Financing Arrangement.

27.8        Creditors' process

            Any distress,  execution or analogous  event affects any substantial
            part of a  Carnival  Material  Group  Member  and is not  removed or
            discharged  within  fifteen  Business  Days, and no Event of Default
            shall  arise  under this  clause 27.8 where the asset or property in
            question is the subject a Non-Recourse Financing Arrangement.

27.9        Cessation of business

            An  Obligor  ceases  to  carry on all or a  substantial  part of its
            business  and such  cessation  of  business  has a Material  Adverse
            Effect.

27.10       Effectiveness of Finance Documents

27.10.1     It is or becomes  unlawful  for an  Obligor  to  perform  any of its
            material obligations under the Finance Documents.

27.10.2     Any Finance Document is not effective or is alleged by an Obligor to
            be ineffective for any reason.

27.10.3     An Obligor repudiates a Finance Document.

27.11       United States Bankruptcy Laws

27.11.1     In this Subclause:

            U.S.  Bankruptcy Law means the United States Bankruptcy Code 1978 or
            any other United States Federal or State  bankruptcy,  insolvency or
            similar law.

27.11.2     Subject to clause 27.11.3, any of the following occurs in respect of
            any Obligor which is subject to U.S. Bankruptcy Law:

            (a)   it makes a general assignment for the benefit of creditors;

            (b)   it  commences a voluntary  case or  proceeding  under any U.S.
                  Bankruptcy Law; or


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            (c)   an involuntary case under any U.S. Bankruptcy Law is commenced
                  against  it and is not  controverted  within 30 days or is not
                  dismissed or stayed within 90 days after  commencement  of the
                  case.

27.11.3     Clause  27.11.2  shall  not  apply  where  an  involuntary  case  is
            commenced  pursuant  to clause  27.11.2(c)  above  (an  "Involuntary
            Bankruptcy Event") in respect of a Borrower (other than the Company)
            which:

            (a)   does  not have  any  actual  or  contingent  liabilities  as a
                  Borrower under the Finance  Documents at the time the relevant
                  Involuntary Bankruptcy Event occurs; and

            (b)   is not a Material Subsidiary,

            and in such circumstances:

            (c)   such  Borrower  shall,   with  effect  from  such  Involuntary
                  Bankruptcy  Event,  be prevented  from incurring any actual or
                  contingent  obligations as a Borrower under any of the Finance
                  Documents; and

            (d)   the Company  undertakes  to use its  reasonable  endeavours to
                  procure the resignation of such Borrower as soon as reasonably
                  practicable.

27.12       Article 2447 or 2482-ter of the Italian Civil Code

            The  occurrence of the  circumstances  set forth in Article 2447, or
            2482-ter, as applicable,  of the Italian Civil Code in relation to a
            Carnival  Material  Group Member  incorporated  in Italy unless,  no
            later  than 30 days from the date on which  such  Carnival  Material
            Group  Member's  directors  have  knowledge  of such  occurrence,  a
            shareholders'  meeting is convened to vote on a resolution approving
            either:  (a) a capital  increase to comply with the minimum  capital
            requirements  under Italian law (and such capital  increase has been
            fully paid up in the next  following 30 days) or (b) in respect of a
            Carnival  Material Group Member which is  incorporated  as a societa
            per azioni,  the  transformation  of such  company  into a societa a
            responsabilita limitata.

27.13       Acceleration

27.13.1     If an Event of Default  described  in clause  27.11  (United  States
            Bankruptcy  Laws) occurs the Total Tranche A Commitments,  the Total
            Tranche B Commitments  and the Total Tranche C Commitments  will, if
            not already  cancelled  under this  Agreement,  be  immediately  and
            automatically  cancelled  and  all  amounts  outstanding  under  the
            Finance  Documents shall become  immediately due and payable without
            notice from the Facilities Agent.

27.13.2     If an Event of Default other than under clause 27.11 (United  States
            Bankruptcy Laws) is outstanding,  the Facilities Agent may, and must
            if so instructed by the Majority Lenders, by notice to the Company:

            (a)   cancel all or any part of the Total Tranche A Commitments, the
                  Total   Tranche  B   Commitments   and  the  Total  Tranche  C
                  Commitments; and/or


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            (b)   declare that all or part of any amounts  outstanding under the
                  Finance Documents are:

                  (i)   immediately due and payable; and/or

                  (ii)  payable on demand by the Facilities  Agent acting on the
                        instructions of the Majority Lenders; and/or

            (c)   declare  that  full  cash  cover in  respect  of each  Bond is
                  immediately   due  and  payable   whereupon  it  shall  become
                  immediately due and payable.

            Any notice given under this Subclause will take effect in accordance
            with its term.

28          Changes to the Lenders

28.1        Assignments and transfers by the Lenders

28.1.1      A Lender (the  Existing  Lender) may,  subject to the  provisions of
            this clause 28, at any time assign or transfer  (including by way of
            novation) any of its rights and obligations  under this Agreement to
            any other  bank or  financial  institution  which,  in respect of an
            assignment or transfer of a Tranche A  Commitment,  meets the Rating
            Requirements  at the time of such  assignment  or transfer  (the New
            Lender)  provided  that  where  the  Existing  Lender is a Tranche B
            Lender and/or a Swingline Lender, such New Lender is able to perform
            that function or those  functions in the same manner as the Existing
            Lender to the extent of the commitment transferred.

28.1.2      The  consent  of the  Company  is  required  for any  assignment  or
            transfer unless:

            (a)

                  (i)   the New Lender is another  Lender or an  Affiliate  of a
                        Lender; and

                  (ii)  following such  assignment or transfer no Borrower would
                        be obliged to pay any  greater  amount  under  clause 17
                        (Taxes),  clause  18  (Increased  Costs)  or  any  other
                        provision of a Finance  Document,  in the  circumstances
                        existing at the time of such  assignment  or transfer or
                        which, at the time of such  assignment or transfer,  the
                        Existing  Lender or the New  Lender  knows will apply in
                        the  12  month  period   following  such  assignment  or
                        transfer,  than  would  have  been  payable  but for the
                        assignment or transfer; or

            (b)   an Event of Default has occurred and has been  outstanding for
                  fifteen Business Days or more.

28.1.3      A Fronting Bank may not assign or transfer any obligations  under an
            outstanding Bond without the consent of the Company.

28.1.4      The Company may, at any time,  appoint or remove any  Fronting  Bank
            (in its capacity as Fronting  Bank only)  without the consent of the
            Facilities  Agent or any of the Lenders,  by notice to that Fronting
            Bank  (in the  case of a  removal)  and the  Facilities  Agent.  The
            Company will procure that any outstanding  Bond issued by a Fronting
            Bank  which is being  removed is repaid or prepaid no later than the
            date on


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            which that  Fronting  Bank is to cease to be a  Fronting  Bank under
            this  Agreement.  Any Lender to be appointed a Fronting  Bank by the
            Company  shall accede to the capacity of Fronting  Bank by execution
            of a form of accession  letter agreed between the Facilities  Agent,
            the Company and such acceding Fronting Bank.

28.1.5      The  consent of the  Company  must not be  unreasonably  withheld or
            delayed to any request for consent under this clause 28. It will not
            be unreasonable  for the Company to withhold consent where following
            an  assignment or transfer,  a Borrower  would be obliged to pay any
            greater amount under clause 17 (Taxes),  clause 18 (Increased Costs)
            or  any  other   provision   of  a  Finance   Document  if,  in  the
            circumstances  existing at the time of such  assignment or transfer,
            such  greater  amount  would  not  have  been  payable  but  for the
            assignment or transfer or which,  at the time of such  assignment or
            transfer,  the Existing Lender or the New Lender knows will apply in
            the 12 month period  following  such  assignment  or  transfer.  The
            Company  will be deemed to have given its consent 10  Business  Days
            after  the  Company  is given  notice  of the  request  unless it is
            expressly refused by the Company within that time.

28.1.6      A transfer of obligations will be effective only if either:

            (a)   the  obligations  are novated in accordance with the following
                  provisions of this clause; or

            (b)   the  New  Lender  confirms  to the  Facilities  Agent  and the
                  Company in form and substance  satisfactory  to the Facilities
                  Agent  that it is bound by the  terms of this  Agreement  as a
                  Lender. On the transfer becoming  effective in this manner the
                  Existing  Lender will be released from its  obligations  under
                  this Agreement to the extent that they are  transferred to the
                  New Lender.

28.1.7      Unless the Facilities  Agent otherwise  agrees,  the New Lender must
            pay to the Facilities  Agent, for its own account,  on or before the
            date upon which an  assignment or transfer  takes  effect,  a fee of
            USD3,500.

28.1.8      Any  reference in this  Agreement to a Lender  includes a New Lender
            but  excludes  a Lender  if no  amount is or may be owed to or by it
            under this Agreement.

28.2        Procedure for transfer

28.2.1      In this Subclause:

            Transfer Date means, for a Transfer Certificate, the latest of:

            (a)   the  proposed   Transfer  Date   specified  in  that  Transfer
                  Certificate;

            (b)   the date on which the Facilities  Agent executes that Transfer
                  Certificate; and

            (c)   the date on which the  consent  of the  Company,  if  required
                  under  clause  28.1.2,  is  obtained or is deemed to have been
                  given.

28.2.2      A novation is effected if:


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            (a)   the  Existing  Lender  and  the  New  Lender  deliver  to  the
                  Facilities Agent a duly completed Transfer Certificate; and

            (b)   the Facilities Agent executes it.

            The Facilities Agent must execute as soon as reasonably  practicable
            a Transfer Certificate delivered to it and which appears on its face
            to be in order.

28.2.3      The  Facilities  Agent  shall  only be obliged to execute a Transfer
            Certificate  delivered  to it by the  Existing  Lender  and  the New
            Lender upon its completion of all "know your  customer"  checks that
            it is required to carry out in relation to the  transfer to such New
            Lender.

28.2.4      Each Party  (other  than the  Existing  Lender  and the New  Lender)
            irrevocably  authorises  the  Facilities  Agent to execute  any duly
            completed Transfer Certificate on its behalf. A Transfer Certificate
            shall not be duly  completed  unless any and all  consents  required
            under this Agreement have been obtained or deemed obtained.

28.2.5      On the Transfer Date:

            (a)   the New Lender will assume the rights and  obligations  of the
                  Existing Lender expressed to be the subject of the novation in
                  the  Transfer  Certificate  in  substitution  for the Existing
                  Lender;

            (b)   the Existing  Lender will be released  from those  obligations
                  and cease to have those rights; and

            (c)   the Fronting  Banks and the New Lender shall  acquire the same
                  rights and assume the same obligations  between  themselves as
                  they would have  acquired  and assumed had the New Lender been
                  an Original Lender with the rights and/or obligations acquired
                  or  assumed  by it as a  result  of the  transfer  and to that
                  extent the Fronting  Banks and the Existing  Lender shall each
                  be released from further  obligations to each other under this
                  Agreement.

28.3        Limitation of responsibility of Existing Lenders

28.3.1      Unless expressly  agreed to the contrary,  an Existing Lender is not
            responsible  to a New Lender for the legality,  validity,  adequacy,
            accuracy, completeness or performance of:

            (a)   any Finance Document or any other document; or

            (b)   any statement or information (whether written or oral) made in
                  or supplied in connection with any Finance Document,

            and any representations or warranties implied by law are excluded.

28.3.2      Each New  Lender  confirms  to the  Existing  Lender  and the  other
            Finance Parties that it:


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            (a)   has  made,  and will  continue  to make,  its own  independent
                  appraisal of all risks arising under or in connection with the
                  Finance  Documents  (including  the  financial  condition  and
                  affairs  of each  Obligor  and its  related  entities  and the
                  nature and  extent of any  recourse  against  any Party or its
                  assets)  in  connection   with  its   participation   in  this
                  Agreement; and

            (b)   has not relied  exclusively on any information  supplied to it
                  by  the  Existing   Lender  in  connection  with  any  Finance
                  Document.

28.3.3      Nothing in any Finance Document requires an Existing Lender to:

            (a)   accept a  re-transfer  from a New  Lender of any of the rights
                  and obligations assigned or transferred under this clause; or

            (b)   support any losses incurred by the New Lender by reason of the
                  non-performance  by any Obligor of its  obligations  under any
                  Finance Document or otherwise.

28.4        Costs resulting from change of Lender or Facility Office

            If:

            (a)   a  Lender   assigns  or  transfers   any  of  its  rights  and
                  obligations   under  the  Finance  Documents  or  changes  its
                  Facility Office; and

            (b)   as  a  result  of  circumstances  existing  at  the  date  the
                  assignment,  transfer or change occurs,  (or which such Lender
                  knows will apply in the  following 12 month period) an Obligor
                  would be obliged  to pay an amount  under  clause 17  (Taxes),
                  clause  18  (Increased  Costs)  or any  other  provision  of a
                  Finance Document,

            then, unless the assignment,  transfer or change is made by a Lender
            to  mitigate  any  circumstances  giving  rise to the  payment of an
            amount under clause 17 (Taxes),  clause 18 (Increased  Costs) or any
            other  provision  of a  Finance  Document  or a right to be  prepaid
            and/or cancelled by reason of illegality,  the Obligor need only pay
            that amount under clause 17 (Taxes),  clause 18 (Increased Costs) or
            any other provision of a Finance Document to the same extent that it
            would have been obliged to if no assignment,  transfer or change had
            occurred.

28.5        Affiliates of Lenders

28.5.1      Each Lender may fulfil its  obligations in respect of a Loan through
            an  Affiliate  if  the  relevant  Affiliate  is  specified  in  this
            Agreement  as a Lender or  becomes  a Lender by means of a  Transfer
            Certificate in accordance with this Agreement.

28.5.2      If clause 28.5.1 above applies, the Lender and its Affiliate will be
            treated  as  having  a  single  Tranche  A  Commitment,   Tranche  B
            Commitment  and/or  Tranche C Commitment,  as the case may be, and a
            single  vote,  but,  for all  other  purposes,  will be  treated  as
            separate Lenders.


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28.5.3      A  Swingline  Lender  may only  assign or  transfer  all or any (the
            "Swingline  Commitment  Transfer Amount") of its Swingline Tranche A
            Commitment,  its  Swingline  Tranche B Commitment  or its  Swingline
            Tranche C Commitment  to a Lender  which is not its  Affiliate if it
            or,  where  it does not  have a  Tranche  A  Commitment,  Tranche  B
            Commitment  or  Tranche  C  Commitment,  its  Affiliate,   transfers
            simultaneously  to that proposed  Lender or that  proposed  Lender's
            Affiliate  an  amount  equal  to  or  greater  than  the   Swingline
            Commitment  Transfer  Amount of its (or its  Affiliate's)  Tranche A
            Commitment, its (or its Affiliate's) Tranche B Commitment or its (or
            its  Affiliate's)  Tranche C Commitment,  as the case may be, and in
            any event in accordance with the other terms of this clause 28.

28.6        Sub-participation

            A Lender may  sub-participate  all or any part of its rights  and/or
            obligations   under  the  Finance   Documents   or  enter  into  any
            contractual  arrangement  with any person so that the effect thereof
            is to give  that  person  an  economic  or  other  interest  in that
            Lender's rights and/or obligations under the Finance Documents which
            is less than a legal or equitable  transfer or  assignment  of those
            rights and obligations, provided that:

            (a)   a Lender may not  directly or  indirectly  transfer its voting
                  rights under the Finance  Documents without the consent of the
                  Company  (such  consent  not to be  unreasonably  withheld  or
                  delayed); and

            (b)   following such sub-participation, no Borrower would be obliged
                  to pay any greater  amount under clause 17 (Taxes),  clause 18
                  (Increased Costs) or any other provision of a Finance Document
                  by reason of such sub-participation.

28.7        Downgrading of a Lender's rating

28.7.1      This clause 28.7 shall only apply to Lenders under Tranche A.

28.7.2      Each Lender  confirms  that on the Signing  Date it meets the Rating
            Requirements.

28.7.3      If at any time a Lender ceases to meet the Rating  Requirements  (an
            Affected  Lender),  the  Affected  Lender shall  promptly  notify in
            writing  each  Fronting  Bank  which has  issued a Bond  under  this
            Agreement.

28.7.4      Following the delivery of a notice under paragraph 28.7.3 above, the
            Affected Lender shall use reasonable endeavours, for a period of not
            more than 45 days from the date of such  notice,  to arrange for the
            transfer  of its Tranche A  Commitment  under this  Agreement  to an
            Eligible  Transferee in accordance with clause 28.1 (Assignments and
            transfers by the Lenders) (a Lender Downgrade Transfer).

28.7.5      If the  Affected  Lender  successfully  effects  a Lender  Downgrade
            Transfer,  the  Affected  Lender's  Tranche  A  Commitment  shall be
            cancelled and reduced to zero with effect from the relevant Transfer
            Date.


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<PAGE>

28.7.6      If a Lender  Downgrade  Transfer is not  effected  within the 45 day
            period  referred to in paragraph  28.7.4 above,  the Affected Lender
            shall  (A) on the last day of such  period  deposit  an amount in US
            Dollars  equal to such  Affected  Lender's  Bond  Proportion  of the
            outstanding  amount of each Bond into the relevant Lender Cash Cover
            Account  and (B) in respect  of any Bond  which is issued  after the
            expiry  of the 45 day  period  referred  to above  deposit  into the
            relevant Lender Cash Cover Account, within five Business Days of the
            date of issue of any such  Bond,  an amount in US  Dollars  equal to
            such Affected Lender's Bond Proportion of the outstanding  amount of
            each such Bond.

28.7.7      The  relevant  Fronting  Bank shall be  entitled to apply all or any
            part of the Lender Cash Cover Amount in or towards the  satisfaction
            of the relevant  Affected  Lender's  obligations under clause 7.3 of
            this Agreement.

28.7.8      In respect of any Bond which is denominated in an Optional  Currency
            the  relevant  Fronting  Bank  shall  on  each  Test  Date  -  Bonds
            recalculate  the Base Currency  Amount for Tranche A of the relevant
            Affected Lender's Bond Proportion of the outstanding  amount of each
            Bond (the  "Recalculated  Amount").  If on any Test Date - Bonds the
            Recalculated  Amount  exceeds  the  Lender  Cash  Cover  Amount  the
            relevant  Fronting Bank will promptly notify in writing the relevant
            Affected Lender. Within five Business Days of receipt of such notice
            the  relevant  Affected  Lender  shall  deposit into the Lender Cash
            Cover Account an amount equal to such excess.  If on any Test Date -
            Bonds the Lender Cash Cover Amount exceeds the  Recalculated  Amount
            the  relevant  Fronting  Bank will  promptly  notify in writing  the
            relevant Affected Lender. Such Fronting Bank shall promptly pay such
            excess to the relevant  Affected Lender  (provided that the relevant
            Affected Lender has notified the relevant  Fronting Bank of the bank
            account details to which such excess amount should be paid).

28.7.9      Subject to  paragraph  28.7.8  above,  the Lender Cash Cover  Amount
            shall only be repaid or returned to the relevant  Affected Lender by
            the Fronting Bank in the event that:

            (a)   the   relevant   Affected   Lender   again  meets  the  Rating
                  Requirements;

            (b)   a Mandatory  Prepayment  Event  occurs  provided  that if such
                  event occurs under clause 12.2 (Mandatory  prepayment - change
                  of  ownership)  the Company or the relevant  Bond Borrower has
                  provided full cash cover in accordance  with the terms of this
                  Agreement; or

            (c)   an  acceleration  of the Facilities  occurs pursuant to clause
                  27.13  (Acceleration)  and the  Company or the  relevant  Bond
                  Borrower has provided full cash cover in  accordance  with the
                  terms of this Agreement.

            The Lender Cash Cover Amount otherwise remaining on deposit shall be
            repaid to the relevant Affected Lender on the Termination Date.

28.7.10     The  relevant  Affected  Lender  shall  receive  interest  from  the
            relevant Fronting Bank on the Lender Cash Cover Amount at commercial
            rates as agreed between the relevant  Fronting Bank and the relevant
            Affected Lender during the period  commencing on the date of deposit
            to  the  earlier  of the  date  of  repayment  (in  accordance  with
            paragraph 28.7.8 above) and the date on which such amount


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            or  portion  thereof  shall be  utilised  to  satisfy  the  relevant
            Affected  Lender's  obligations in accordance with paragraph  28.7.6
            above.

28.7.11     The  provisions  of this clause 28.7 will not affect the Lenders' or
            the Fronting Banks' rights  against,  or obligations to, each of the
            Obligors and, subject to any Lender Downgrade Transfer,  the Lenders
            and the Fronting Banks shall  continue to observe their  obligations
            to the Obligors  (including,  without limitation,  in respect of any
            transfers or  assignments)  as if the  provisions of this clause did
            not exist.

28.7.12     For the purposes of this clause 28.7:

            "Eligible  Transferee" means any bank or financial institution which
            meets the Rating Requirements;

            "Lender Cash Cover  Account"  means any account held with a Fronting
            Bank for the purposes of this clause 28.7;

            "Lender  Cash Cover  Amount"  means,  at any time,  in relation to a
            Fronting  Bank the amount  standing  to the  credit of the  relevant
            Lender Cash Cover Account; and

            "Mandatory Prepayment Event" means an event specified in clause 12.1
            (Mandatory  prepayment  -  Illegality)  or  clause  12.2  (Mandatory
            prepayment - change of ownership).

28.8        Assignment to Federal Reserve Bank

            Any Lender may at any time  pledge or assign a security  interest in
            all or any  portion of its  rights  under  this  Agreement,  without
            notice to or consent of any Party, to any U.S.  Federal Reserve Bank
            provided  that  (i)  no  Lender  shall  be  relieved  of  any of its
            obligations  under this Agreement as a result of any such assignment
            and pledge and (ii) in no event shall such U.S. Federal Reserve Bank
            be  considered  to be a  "Lender"  or be  entitled  to  require  the
            assigning  Lender  to take or omit to take  any  action  under  this
            Agreement.

28.9        The Register

            The Facilities Agent,  acting solely for this purpose as an agent of
            the  Obligors,  shall  maintain at one of its offices a copy of each
            assignment agreement and Transfer Certificate  delivered to it and a
            register  (the  "Register")  for the  recordation  of the  names and
            addresses  of each  Lender and the  commitments  of and  obligations
            owing  to  each  Lender.  The  entries  in  the  Register  shall  be
            conclusive and each Obligor,  the  Facilities  Agent and each Lender
            may treat each Person  whose name is  recorded in the  Register as a
            Lender  notwithstanding  any notice to the  contrary.  The  Register
            shall be available for  inspection by each Obligor at any reasonable
            time and from time to time upon reasonable prior notice.

28.10       Disclosure of information

28.10.1     Each Finance Party must keep  confidential any information  supplied
            to it by or on behalf of any Obligor in connection  with the Finance
            Documents.   However,  a  Finance  Party  is  entitled  to  disclose
            information:


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            (a)   which is  publicly  available,  other  than as a  result  of a
                  breach by that Finance Party of this clause 28.10;

            (b)   in connection with any legal or arbitration proceedings;

            (c)   if required to do so under any law or regulation;

            (d)   to a  governmental,  banking,  taxation  or  other  regulatory
                  authority;

            (e)   to  its  professional   advisers,   where  those  professional
                  advisers are bound by  obligations of  confidentiality  in the
                  conduct of their business or owe fiduciary obligations to that
                  Finance Party;

            (f)   to the extent allowed under clause 28.10.2 below;

            (g)   to another Obligor; or

            (h)   with the agreement of the relevant Obligor.

28.10.2     A Finance Party may disclose to an Affiliate or any person with whom
            it  may  enter,   or  has  entered  into,   any  kind  of  transfer,
            participation  or other  agreement in relation to this  Agreement (a
            "participant"):

            (a)   a copy of any Finance Document; and

            (b)   any information which that Finance Party has acquired under or
                  in connection with any Finance Document.

            However,   before  a  participant   may  receive  any   confidential
            information,  it must agree with the relevant  Finance Party to keep
            that  information  confidential on the terms of clause 28.10.1 above
            by  entering  into  a  Confidentiality   Undertaking  or  a  similar
            undertaking in such other form as the Company shall approve.

28.10.3     This  clause   28.10   supersedes   any   previous   confidentiality
            undertaking  given  by a  Finance  Party  in  connection  with  this
            Agreement prior to it becoming a Party.

29          Changes to the Obligors

29.1        Assignments and transfer by the Obligors

            No  Obligor  may assign  any of its  rights or  transfer  any of its
            rights or obligations  under the Finance Documents without the prior
            consent of the Facilities  Agent (acting on the  instructions of all
            the Lenders).

29.2        Additional Borrowers

29.2.1      Subject to compliance with the provisions of clause 24.7 ("Know your
            customer" checks),  the Company and/or Carnival plc may request that
            any of its direct or indirect wholly owned  Subsidiaries  becomes an
            Additional  Borrower.  That  Subsidiary  shall become an  Additional
            Borrower if:


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<PAGE>

            (a)   the Company  and/or  Carnival plc  delivers to the  Facilities
                  Agent a duly completed and executed Accession Letter;

            (b)   the Facilities Agent is satisfied (acting reasonably) that the
                  guarantee  of the Company or Carnival plc under clause 22 will
                  cover the obligations of its Subsidiary;

            (c)   the Subsidiary is incorporated in an Approved Jurisdiction;

            (d)   the Company  and/or  Carnival plc confirms  that no Default is
                  continuing  or  would  occur as a  result  of that  Subsidiary
                  becoming an Additional Borrower; and

            (e)   the  Facilities  Agent has received all of the  documents  and
                  other  evidence  listed in Part 2 of  Schedule  2  (Conditions
                  precedent) in relation to that  Additional  Borrower,  each in
                  form and substance satisfactory to the Facilities Agent.

29.2.2      The  Facilities  Agent shall  notify the Company or Carnival  plc as
            appropriate  and the Lenders  promptly upon being  satisfied that it
            has  received  (in form and  substance  satisfactory  to it) all the
            documents  and  other  evidence  listed  in  Part  2 of  Schedule  2
            (Conditions precedent).

29.2.3      Delivery of an  Accession  Letter,  duly  executed  by the  relevant
            Subsidiary  and the Company or Carnival plc as  appropriate,  to the
            Facilities  Agent  constitutes  confirmation by that Subsidiary that
            the Repeating Representations are true and correct in relation to it
            as at the date of delivery as if made by  reference to the facts and
            circumstances then existing.

29.3        Resignation of a Borrower

29.3.1      The Company or Carnival plc may request that a Borrower  (other than
            the Company or Carnival  plc) ceases to be a Borrower by  delivering
            to the Facilities Agent a Resignation Letter.

29.3.2      The  Facilities  Agent shall accept a Resignation  Letter and notify
            the Company or Carnival  plc, as the case may be, and the Lenders of
            its acceptance if:

            (a)   no Default is  outstanding or would result from the acceptance
                  of the Resignation Letter (and the Company or, as the case may
                  be,  Carnival  plc  has  confirmed  this  is the  case  in the
                  Resignation Letter); and

            (b)   no amount owed by that Borrower under the Finance Documents is
                  still outstanding,

            whereupon  that company  shall cease to be a Borrower and shall have
            no further rights or obligations under the Finance Documents.

29.3.3      In the event  that a  Borrower  ceases  to be a direct  or  indirect
            wholly owned  Subsidiary  of the Company  and/or  Carnival  plc, the
            Company or Carnival  plc, as  appropriate,  will  procure  that such
            Borrower  repays in full all amounts owed by that Borrower under the
            Finance  Documents and that it ceases to be a Borrower  under clause
            29.3.1,  in each case  within  ten  Business  Days of such  Borrower
            ceasing to be a direct or indirect  wholly owned  Subsidiary  of the
            Company and/or Carnival plc.


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30          Role of the Facilities Agent, the Arrangers and the Fronting Banks

30.1        Appointment of the Facilities Agent

30.1.1      Each other Finance Party appoints the Facilities Agent to act as its
            agent under and in connection with the Finance Documents.

30.1.2      Each other Finance Party authorises the Facilities Agent to exercise
            the rights, powers,  authorities and discretions  specifically given
            to the  Facilities  Agent  under or in  connection  with the Finance
            Documents  together  with  any  other  incidental  rights,   powers,
            authorities and discretions.

30.2        Duties of the Facilities Agent

30.2.1      The Facilities  Agent shall promptly forward to a Party the original
            or a copy of any document which is delivered to the Facilities Agent
            for that Party by any other Party.

30.2.2      Except where a Finance Document specifically provides otherwise, the
            Facilities  Agent is not  obliged  to review or check the  adequacy,
            accuracy  or  completeness  of any  document  it forwards to another
            Party.

30.2.3      If the Facilities  Agent receives  notice from a Party  referring to
            this   Agreement,   describing   a  Default  and  stating  that  the
            circumstance  described is a Default,  it shall promptly  notify the
            Finance  Parties and (except  where such notice is received from the
            Company or Carnival plc) the Company or Carnival plc.

30.2.4      If  the  Facilities  Agent  is  aware  of  the  non-payment  of  any
            principal,  interest,  commitment  fee or  other  fee  payable  to a
            Finance  Party (other than the  Facilities  Agent or the  Arrangers)
            under this  Agreement  it shall  promptly  notify the other  Finance
            Parties and the Company.

30.2.5      The Facilities Agent's duties under the Finance Documents are solely
            mechanical and administrative in nature.

30.3        Role of the Arrangers

            Except  as  specifically  provided  in  the  Finance  Documents,  no
            Arranger has any obligations of any kind to any other Party under or
            in connection with any Finance Document.

30.4        No fiduciary duties

30.4.1      Except as specifically  provided for in a Finance Document,  nothing
            in the Finance  Documents makes the Facilities  Agent, the Arrangers
            or the Fronting  Banks a trustee or fiduciary for any other Party or
            any other person.

30.4.2      The Facilities Agent, any Arranger or any Fronting Bank shall not be
            bound to account to any Lender for any sum or the profit  element of
            any sum received by it for its own account.


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30.5        Business with the Carnival Corporation & plc Group

            The  Facilities  Agent,  the  Arrangers  and the Fronting  Banks may
            accept deposits from, lend money to and generally engage in any kind
            of  banking  or other  business  with  any  member  of the  Carnival
            Corporation & plc Group.

30.6        Rights and  discretions  of the  Facilities  Agent and each Fronting
            Bank

30.6.1      The Facilities  Agent and, without  prejudice to clause 7.2.2,  each
            Fronting Bank may rely on:

            (a)   any  representation,  notice or document  believed by it to be
                  genuine, correct and appropriately authorised; and

            (b)   any  statement  made by a director,  authorised  signatory  or
                  employee  of  any  person  regarding  any  matters  which  may
                  reasonably be assumed to be within his knowledge or within his
                  power to verify.

30.6.2      The Facilities  Agent may assume  (unless it has received  notice to
            the contrary in its capacity as agent for the Lenders) that:

            (a)   no Default has occurred  (unless it has actual  knowledge of a
                  Default arising under clause 27.2 (Non-payment));

            (b)   any right, power,  authority or discretion vested in any Party
                  or the Majority Lenders has not been exercised; and

            (c)   any  notice  or  request  made by the  Company  (other  than a
                  Utilisation Request) is made on behalf of and with the consent
                  and knowledge of all the Obligors.

30.6.3      The Facilities Agent and each Fronting Bank may engage,  pay for and
            rely on the advice or services of any lawyers,  accountants or other
            experts.

30.6.4      The  Facilities  Agent and each Fronting Bank may act in relation to
            the Finance Documents through its personnel and agents.

30.6.5      The Facilities Agent may disclose to any other Party any information
            it  reasonably   believes  it  has  received  as  agent  under  this
            Agreement.

30.6.6      Notwithstanding  any other provision of any Finance  Document to the
            contrary,  neither the Facilities  Agent nor any Arranger is obliged
            to do or omit to do anything if it would or might in its  reasonable
            opinion  constitute a breach of any law or regulation or a breach of
            a fiduciary duty or duty of confidentiality.

30.7        Majority Lenders' instructions

30.7.1      Unless a  contrary  indication  appears in a Finance  Document,  the
            Facilities Agent shall (a) exercise any right,  power,  authority or
            discretion  vested in it as Facilities  Agent in accordance with any


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            instructions  given  to  it  by  the  Majority  Lenders  (or,  if so
            instructed  by the Majority  Lenders,  refrain from  exercising  any
            right,  power,  authority or  discretion  vested in it as Facilities
            Agent)  and (b) not be liable for any act (or  omission)  if it acts
            (or  refrains  from  taking  any  action)  in  accordance   with  an
            instruction of the Majority Lenders.

30.7.2      Unless a  contrary  indication  appears in a Finance  Document,  any
            instructions  given by the  Majority  Lenders will be binding on all
            the Finance Parties.

30.7.3      The Facilities  Agent may refrain from acting in accordance with the
            instructions  of the  Majority  Lenders  (or,  if  appropriate,  the
            Lenders)  until it has received  such security as it may require for
            any cost, loss or liability (together with any associated VAT) which
            it may incur in complying with the instructions.

30.7.4      In the absence of instructions  from the Majority  Lenders,  (or, if
            appropriate,  the Lenders) the Facilities  Agent may act (or refrain
            from taking  action) as it considers  to be in the best  interest of
            the Lenders.

30.7.5      The Facilities  Agent is not authorised to act on behalf of a Lender
            (without  first  obtaining  that  Lender's  consent) in any legal or
            arbitration proceedings relating to any Finance Document.

30.8        Responsibility for documentation

            Neither the Facilities Agent nor any Arranger nor any Fronting Bank:

            (a)   is responsible for the adequacy,  accuracy and/or completeness
                  of any information  (whether oral or written)  supplied by the
                  Facilities Agent, an Arranger,  an Obligor or any other person
                  given in or in connection with any Finance Document; or

            (b)   is  responsible  for the  legality,  validity,  effectiveness,
                  adequacy  or  enforceability  of any  Finance  Document or any
                  other agreement, arrangement or document entered into, made or
                  executed in  anticipation of or in connection with any Finance
                  Document.

30.9        Exclusion of liability

30.9.1      Without  limiting clause 30.9.2 below,  neither the Facilities Agent
            nor any  Fronting  Bank will be liable  for any  action  taken by it
            under or in connection  with any Finance  Document,  unless directly
            caused by its gross negligence or wilful misconduct.

30.9.2      No Party (other than the Facilities  Agent or any Fronting Bank) may
            take any proceedings  against any officer,  employee or agent of the
            Facilities  Agent or any  Fronting  Bank in  respect of any claim it
            might have against the  Facilities  Agent or any Fronting Bank or in
            respect of any act or omission of any kind by that officer, employee
            or  agent in  relation  to any  Finance  Document  and any  officer,
            employee  or agent of the  Facilities  Agent may rely on this clause
            and enforce its terms under the Third Parties Act.

30.9.3      The  Facilities  Agent  will not be  liable  for any  delay  (or any
            related  consequences)  in  crediting  an  account  with  an  amount
            required  under the Finance  Documents to be paid by the  Facilities
            Agent if the Facilities  Agent has taken all necessary steps as soon
            as  reasonably   practicable  to  comply  with


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            the regulations or operating  procedures of any recognised  clearing
            or settlement system used by the Facilities Agent for that purpose.

30.9.4      Nothing in this Agreement  shall oblige the Facilities  Agent or the
            Arrangers  to carry out any "know your  customer" or other checks in
            relation  to any  person  on behalf of any  Lender  and each  Lender
            confirms to the Facilities Agent and the Arrangers that it is solely
            responsible for any such checks it is required to carry out and that
            it may not rely on any  statement in relation to such checks made by
            the Facilities Agent or the Arrangers.

30.10       Lenders' indemnity to the Facilities Agent

Each        Lender shall (in  proportion  to its share of the Total  Commitments
            or,  if the Total  Commitments  are then  zero,  to its share of the
            Total  Commitments  immediately  prior to their  reduction  to zero)
            indemnify  the  Facilities  Agent,  within  three  Business  Days of
            demand,  against  any  cost,  loss  or  liability  incurred  by  the
            Facilities Agent (otherwise than by reason of the Facilities Agent's
            gross negligence or wilful misconduct) in acting as Facilities Agent
            under the Finance  Documents  (unless the Facilities  Agent has been
            reimbursed by an Obligor pursuant to a Finance Document).

30.11       Resignation of the Facilities Agent

30.11.1     The Facilities  Agent may resign and with the prior written  consent
            of the Company (not to be unreasonably  withheld or delayed) appoint
            one of its  Affiliates  as successor  by giving  notice to the other
            Finance Parties and the Company.

30.11.2     Alternatively  the  Facilities  Agent may resign by giving notice to
            the  other  Finance  Parties  and the  Company,  in  which  case the
            Majority  Lenders may with the prior written  consent of the Company
            (not to be  unreasonably  withheld or  delayed)  appoint a successor
            Facilities Agent.

30.11.3     If the Majority  Lenders have not  appointed a successor  Facilities
            Agent in accordance  with clause  30.11.2 above within 30 days after
            notice of resignation was given,  the Facilities  Agent may with the
            prior  written  consent  of  the  Company  (not  to be  unreasonably
            withheld or delayed) appoint a successor Facilities Agent.

30.11.4     The retiring Facilities Agent shall, at its own cost, make available
            to the  successor  Facilities  Agent such  documents and records and
            provide  such  assistance  as the  successor  Facilities  Agent  may
            reasonably  request for the purposes of performing  its functions as
            Facilities Agent under the Finance Documents.

30.11.5     The  Facilities  Agent's  resignation  notice shall only take effect
            upon the appointment of a successor.

30.11.6     Upon the appointment of a successor,  the retiring  Facilities Agent
            shall be  discharged  from any further  obligation in respect of the
            Finance  Documents but shall remain  entitled to the benefit of this
            clause 30. Its  successor  and each of the other  Parties shall have
            the same rights and  obligations  amongst  themselves  as they would
            have had if such successor had been an original Party.


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30.11.7     After  consultation  with the Company,  the Majority Lenders may, by
            notice to the Facilities  Agent,  require it to resign in accordance
            with clause 30.11.2 above. In this event, the Facilities Agent shall
            resign in accordance with clause 30.11.2 above.

30.12       Confidentiality

30.12.1     In acting as agent for the Finance  Parties,  the  Facilities  Agent
            shall be regarded as acting through its agency  division which shall
            be treated as a separate  entity from any other of its  divisions or
            departments.

30.12.2     If information is received by another  division or department of the
            Facilities Agent, it may be treated as confidential to that division
            or department and the  Facilities  Agent shall not be deemed to have
            notice of it.

30.13       Relationship with the Lenders

30.13.1     The Facilities Agent may treat each Lender as a Lender,  entitled to
            payments under this Agreement and acting through its Facility Office
            unless it has received not less than five Business Days prior notice
            from that  Lender to the  contrary in  accordance  with the terms of
            this Agreement.

30.13.2     Each Lender shall supply the Facilities  Agent with any  information
            required by the Facilities Agent in order to calculate the Mandatory
            Cost in accordance with Schedule 4 (Mandatory Cost formulae).

30.13.3     Credit appraisal by the Lenders

            Without affecting the  responsibility of any Obligor for information
            supplied  by it or on its  behalf  in  connection  with any  Finance
            Document,  each  Lender  confirms to the  Facilities  Agent and each
            relevant  Fronting Bank and each Arranger that it has been, and will
            continue to be, solely  responsible  for making its own  independent
            appraisal  and  investigation  of  all  risks  arising  under  or in
            connection with any Finance Document including but not limited to:

            (a)   the financial  condition,  status and nature of each member of
                  the Carnival Corporation & plc Group;

            (b)   the   legality,   validity,    effectiveness,    adequacy   or
                  enforceability   of  any  Finance   Document   and  any  other
                  agreement,  arrangement  or  document  entered  into,  made or
                  executed in  anticipation  of, under or in connection with any
                  Finance Document;

            (c)   whether that Lender has recourse, and the nature and extent of
                  that  recourse,  against  any  Party or any of its  respective
                  assets under or in connection with any Finance  Document,  the
                  transactions  contemplated  by the  Finance  Documents  or any
                  other agreement, arrangement or document entered into, made or
                  executed in  anticipation  of, under or in connection with any
                  Finance Document; and

            (d)   the adequacy,  accuracy and/or completeness of any information
                  provided by the  Facilities  Agent,  any Party or by any other
                  person under or in connection with any Finance  Document,


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                  the transactions  contemplated by the Finance Documents or any
                  other agreement, arrangement or document entered into, made or
                  executed in  anticipation  of, under or in connection with any
                  Finance Document.

30.14       Reference Banks

            If a Reference  Bank (or, if a Reference  Bank is not a Lender,  the
            Lender  of which it is an  Affiliate)  ceases  to be a  Lender,  the
            Facilities  Agent  shall,  with the  prior  written  consent  of the
            Company,  appoint  another  Lender  or an  Affiliate  of a Lender to
            replace that Reference Bank.

30.15       Deduction from amounts payable by the Facilities Agent

            If a Lender owes an amount to the Facilities Agent under the Finance
            Documents  the  Facilities  Agent may,  after giving  notice to that
            Lender,  deduct an amount not exceeding that amount from any payment
            to that Lender which the Facilities Agent would otherwise be obliged
            to make under the Finance Documents and apply the amount deducted in
            or towards  satisfaction of the amount owed. For the purposes of the
            Finance  Documents that Lender shall be regarded as having  received
            any amount so deducted.

31          Conduct of business by the Finance Parties

31.1        No provision of this Agreement will:

            (a)   interfere  with the right of any Finance  Party to arrange its
                  affairs (tax or otherwise) in whatever manner it thinks fit;

            (b)   oblige any Finance Party to  investigate  or claim any credit,
                  relief,  remission or repayment available to it or the extent,
                  order and manner of any claim; or

            (c)   oblige any Finance Party to disclose any information  relating
                  to its  affairs  (tax or  otherwise)  or any  computations  in
                  respect of Tax.

32          Sharing among the Finance Parties

32.1        Payments to Finance Parties

            If a Finance Party (a Recovering Finance Party) receives or recovers
            any amount from an Obligor other than in  accordance  with clause 33
            (Payment  mechanics)  and applies that amount to a payment due under
            the Finance Documents then:

            (a)   the  Recovering  Finance  Party shall,  within three  Business
                  Days,  notify  details  of the  receipt  or  recovery,  to the
                  Facilities Agent;

            (b)   the Facilities  Agent shall  determine  whether the receipt or
                  recovery  is in excess of the  amount the  Recovering  Finance
                  Party would have been paid had the  receipt or  recovery  been
                  received or made by the  Facilities  Agent and  distributed in
                  accordance with clause 33


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                  (Payment  mechanics),  without taking account of any Tax which
                  would be imposed on the  Facilities  Agent in  relation to the
                  receipt, recovery or distribution; and

            (c)   the Recovering Finance Party shall, within three Business Days
                  of demand by the Facilities Agent, pay to the Facilities Agent
                  an amount  (the  Sharing  Payment)  equal to such  receipt  or
                  recovery less any amount which the Facilities Agent determines
                  may be retained by the  Recovering  Finance Party as its share
                  of any  payment to be made,  in  accordance  with  clause 33.5
                  (Partial payments).

32.2        Redistribution of payments

            The  Facilities  Agent shall treat the Sharing  Payment as if it had
            been paid by the  relevant  Obligor  and  distribute  it between the
            Finance  Parties  (other  than  the  Recovering  Finance  Party)  in
            accordance with clause 33.5 (Partial payments).

32.3        Recovering Finance Party's rights

32.3.1      On  a  distribution  by  the  Facilities  Agent  under  clause  32.2
            (Redistribution  of payments),  the Recovering Finance Party will be
            subrogated to the rights of the Finance Parties which have shared in
            the redistribution.

32.3.2      If and to the extent that the  Recovering  Finance Party is not able
            to rely on its  rights  under  clause  32.3.1  above,  the  relevant
            Obligor shall be liable to the  Recovering  Finance Party for a debt
            equal to the Sharing Payment which is immediately due and payable.

32.4        Reversal of redistribution

            If any  part of the  Sharing  Payment  received  or  recovered  by a
            Recovering  Finance  Party  becomes  repayable and is repaid by that
            Recovering Finance Party, then:

            (a)   each Finance  Party which has received a share of the relevant
                  Sharing  Payment  pursuant to clause 32.2  (Redistribution  of
                  payments) shall,  upon request of the Facilities Agent, pay to
                  the Facilities  Agent for account of that  Recovering  Finance
                  Party an amount equal to the appropriate  part of its share of
                  the Sharing  Payment  (together with an amount as is necessary
                  to reimburse that Recovering  Finance Party for its proportion
                  of any interest on the Sharing  Payment which that  Recovering
                  Finance Party is required to pay); and

            (b)   that  Recovering  Finance  Party's  rights of  subrogation  in
                  respect  of any  reimbursement  shall  be  cancelled  and  the
                  relevant Obligor will be liable to the reimbursing  Lender for
                  the amount so reimbursed.

32.5        Exceptions

32.5.1      This  clause 32 shall not apply to the  extent  that the  Recovering
            Finance Party would not,  after making any payment  pursuant to this
            clause,  have a valid and  enforceable  claim  against the  relevant
            Obligor.


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32.5.2      A  Recovering  Finance  Party is not obliged to share with any other
            Finance  Party any amount  which the  Recovering  Finance  Party has
            received or  recovered  as a result of taking  legal or  arbitration
            proceedings, if:

            (a)   it  notified   that  other  Finance  Party  of  the  legal  or
                  arbitration proceedings; and

            (b)   that other Finance Party had an  opportunity to participate in
                  those legal or  arbitration  proceedings  but did not do so as
                  soon as reasonably  practicable having received notice and did
                  not take separate legal or arbitration proceedings.

33          Payment mechanics

33.1        Payments to the Facilities Agent

33.1.1      On each date on which an Obligor or a Lender is  required  to make a
            payment under a Finance Document,  that Obligor or Lender shall make
            the same  available  to the  Facilities  Agent  (unless  a  contrary
            indication  appears in a Finance Document) for value on the due date
            at the time and in such funds  specified by the Facilities  Agent as
            being  customary at the time for settlement of  transactions  in the
            relevant currency in the place of payment.

33.1.2      Payment  shall be made to such  account in the  principal  financial
            centre of the country of that  currency (or, in relation to euro, in
            a principal  financial  centre in a  Participating  Member  State or
            London) with such bank as the Facilities Agent specifies by not less
            than five Business Days' prior notice.

33.2        Distributions by the Facilities Agent

            Each  payment  received  by the  Facilities  Agent under the Finance
            Documents   for  another   Party  shall,   subject  to  clause  33.3
            (Distributions  to an Obligor)  and clause 33.4  (Clawback)  be made
            available  by the  Facilities  Agent  as soon as  practicable  after
            receipt to the Party entitled to receive  payment in accordance with
            this  Agreement  (in the case of a Lender,  for the  account  of its
            Facility  Office),  to such  account as that Party may notify to the
            Facilities  Agent by not less than five Business Days' notice with a
            bank  in the  principal  financial  centre  of the  country  of that
            currency (or, in relation to euro, in the principal financial centre
            of a Participating Member State or London).

33.3        Distributions to an Obligor

            The  Facilities  Agent may (with the  consent  of the  Obligor or in
            accordance with clause 34 (Set-off)) apply any amount received by it
            for  that  Obligor  in or  towards  payment  (on the date and in the
            currency  and funds of receipt) of any amount due from that  Obligor
            under the Finance  Documents or in or towards purchase of any amount
            of any currency to be so applied.

33.4        Clawback

33.4.1      Where a sum is to be paid to the Facilities  Agent under the Finance
            Documents for another Party,  the Facilities Agent is not obliged to
            pay that sum to that other  Party (or to enter  into or perform  any


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            related  exchange  contract)  until it has been able to establish to
            its satisfaction that it has actually received that sum.

33.4.2      If the  Facilities  Agent  pays an  amount to  another  Party and it
            proves to be the case  that the  Facilities  Agent had not  actually
            received  that  amount,  then the Party to whom that  amount (or the
            proceeds  of  any  related  exchange   contract)  was  paid  by  the
            Facilities  Agent shall on demand refund the same to the  Facilities
            Agent together with interest on that amount from the date of payment
            to the date of receipt by the  Facilities  Agent,  calculated by the
            Facilities Agent to reflect its cost of funds.

33.5        Partial payments

33.5.1      If the Facilities  Agent receives a payment that is  insufficient to
            discharge  all the amounts then due and payable by an Obligor  under
            the Finance Documents, the Facilities Agent shall apply that payment
            towards the obligations of that Obligor under the Finance  Documents
            in the following order:

            (a)   first,  in or towards  payment  pro rata of any  unpaid  fees,
                  costs and  expenses of the  Facilities  Agent and any Fronting
                  Bank under the Finance Documents;

            (b)   secondly,  in or  towards  payment  pro  rata  of any  accrued
                  interest,   fee  or  commission  due  but  unpaid  under  this
                  Agreement;

            (c)   thirdly,  in or towards  payment pro rata of any principal due
                  but unpaid under this  Agreement and any amount due but unpaid
                  under clause 7.3  (Indemnities)  or clause 9.4  (Indemnities);
                  and

            (d)   fourthly,  in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

33.5.2      The Facilities Agent shall, if so directed by the Majority  Lenders,
            vary the order set out in  clauses  33.5.1(b)  to  33.5.1(d)  above.

33.5.3      Clauses 33.5.1 and 33.5.2 above will override any appropriation made
            by an Obligor.

33.6        No set-off by Obligors

            All  payments to be made by an Obligor  under the Finance  Documents
            shall be  calculated  and be made without (and free and clear of any
            deduction for) set-off or counterclaim.

33.7        Business Days

33.7.1      Any payment  which is due to be made on a day that is not a Business
            Day  shall be made on the  next  Business  Day in the same  calendar
            month (if there is one) or the  preceding  Business Day (if there is
            not).


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33.7.2      During any extension of the due date for payment of any principal or
            Unpaid Sum under this Agreement interest is payable on the principal
            or Unpaid Sum at the rate payable on the original due date.

33.8        Currency of account

33.8.1      Subject  to  clauses  33.8.2 to 33.8.5  below,  in  respect  of each
            Tranche,  the Base  Currency  for that  Tranche is the  currency  of
            account  and  payment  for any sum due  from an  Obligor  under  any
            Finance Document.

33.8.2      A  repayment  of  a  Utilisation  or  Unpaid  Sum  or  a  part  of a
            Utilisation  or Unpaid  Sum shall be made in the  currency  in which
            that Utilisation or Unpaid Sum is denominated on its due date.

33.8.3      Each payment of interest  shall be made in the currency in which the
            sum in respect of which the interest is payable was denominated when
            that interest accrued.

33.8.4      Each payment in respect of costs, expenses or Taxes shall be made in
            the currency in which the costs, expenses or Taxes are incurred.

33.8.5      Any amount  expressed  to be payable in a currency  shall be paid in
            that other currency.

33.9        Change of currency

33.9.1      Unless  otherwise  prohibited  by law, if more than one  currency or
            currency unit are at the same time recognised by the central bank of
            any country as the lawful currency of that country, then:

            (a)   any reference in the Finance Documents to, and any obligations
                  arising  under the Finance  Documents in, the currency of that
                  country shall be translated  into, or paid in, the currency or
                  currency  unit of that country  designated  by the  Facilities
                  Agent (after consultation with the Company); and

            (b)   any translation  from one currency or currency unit to another
                  shall be at the official  rate of exchange  recognised  by the
                  central bank for the  conversion  of that currency or currency
                  unit  into the  other,  rounded  up or down by the  Facilities
                  Agent (acting reasonably).

33.9.2      If a change in any  currency  of a country  occurs,  this  Agreement
            will,  to the extent the  Facilities  Agent (acting  reasonably  and
            after consultation with the Company)  specifies to be necessary,  be
            amended to comply with any generally accepted conventions and market
            practice in the Relevant  Interbank  Market and otherwise to reflect
            the change in currency.

34          Set-off

34.1.1      If an Event of Default has  occurred and is  outstanding,  a Finance
            Party may set off any matured  obligation  due from an Obligor under
            the  Finance  Documents  (to the extent  beneficially  owned by that
            Finance Party) against any obligation  (whether or not matured) owed
            by that Finance  Party to that  Obligor,  regardless of the place of
            payment,  booking  branch or currency of either  obligation.  If the


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            obligations  are in  different  currencies,  the  Finance  Party may
            convert either  obligation at a market rate of exchange in its usual
            course of business for the purpose of the set-off.

34.1.2      The Finance Party shall notify the Company and the relevant  Obligor
            as soon as  practicable  after any  set-off is  effected  under this
            clause  giving  reasonable  details  of  the  amounts  and  accounts
            involved.

35          Notices

35.1        Communications in writing

            Any communication to be made under or in connection with the Finance
            Documents shall be made in writing and, unless otherwise stated, may
            be made by fax or letter.

35.2        Addresses

35.2.1      The address and fax number (and the  department or officer,  if any,
            for whose attention the  communication  is to be made) of each Party
            for any  communication  or document to be made or delivered under or
            in connection with the Finance Documents is:

            (a)   in the  case of the  Company,  that  identified  with its name
                  below;

            (b)   in the case of Carnival  plc,  that  identified  with its name
                  below;

            (c)   in the case of Costa Crociere S.p.A., that identified with its
                  name below;

            (d)   in the case of CC U.S.  Ventures,  Inc.,  that identified with
                  its name below;

            (e)   in the case of Holland America Line Inc., that identified with
                  its name below;

            (f)   in the case of Princess Cruise & Tours,  Inc., that identified
                  with its name below;

            (g)   in the case of each Lender or any other Original Obligor, that
                  notified in writing to the Facilities Agent on or prior to the
                  date on which it becomes a Party; and

            (h)   in the case of the Facilities  Agent, that identified with its
                  name below,

            or any  substitute  address,  fax number or department or officer as
            the Party  may  notify to the  Facilities  Agent (or the  Facilities
            Agent may  notify to the other  Parties,  if a change is made by the
            Facilities Agent) by not less than five Business Days' notice.

35.2.2      The  address,  fax number and telex  number (and the  department  or
            officer,  if any, for whose  attention  the  communication  is to be
            made) of each Fronting Bank for any  communication or document to be
            made or delivered under or in connection with the Finance  Documents
            is that  notified  in writing to the  Facilities  Agent prior to the
            Signing  Date or upon its  appointment  as a Fronting  Bank,  or any
            substitute  address,  fax  number,  telex  number or  department  or
            officer as each Fronting Bank may notify to the Facilities  Agent by
            not less than five Business Days' notice.


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35.2.3      The contact details of the Company for this purpose are:

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: + 1 305 406 6480
            Attention: Treasurer; and

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: +1 305 406 4758
            Attention: General Counsel

35.2.4      The contact details of Carnival plc for this purpose are:

            Address: Carnival plc, 5 Gainsford Street, London, SE1 2NE, England
            Fax number: 0207 940 5382
            Tel number: 0207 940 5383
            Attention: Corporation Counsel

35.2.5      The contact details of Costa Crociere S.p.A. for this purpose are:

            Address: Costa Crociere S.p.A., Via XII Ottobre 2, 16121,
                     Genoa, Italy
            Fax number: + 39 010 548 3446
            Attention: Cristina Gado, Treasurer

            with a copy to:

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: + 1 305 406 6480
            Attention: Treasurer; and

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: +1 305 406 4758
            Attention: General Counsel

35.2.6      The contact details of CC U.S. Ventures, Inc. for this purpose are:

            Address: c/o Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: + 1 305 406 6480
            Attention: Treasurer; and

            Address: c/o Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: +1 305 406 4758
            Attention: General Counsel


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35.2.7      The contact  details of Holland  America  Line Inc. for this purpose
            are:

            Address: Holland America Line Inc., 300 Elliott Avenue West,
                     Seattle, Washington, 98119
            Fax number: + 1 206 286 3936
            Attention: Todd W. Kimmel, Treasurer

            with a copy to:

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: + 1 305 406 6480
            Attention: Treasurer; and

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: +1 305 406 4758
            Attention: General Counsel

35.2.8      The  contact  details  of  Princess  Cruise & Tours,  Inc.  for this
            purpose are:

            Address: Princess Cruise & Tours, Inc., 24305 Town Center Drive,
                     Santa Clarita, California, 91355
            Fax number: + 1 661 753 1510
            Attention: Alan B. Buckelew, Executive Vice President and Treasurer

            with a copy to:

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: + 1 305 406 6480
            Attention: Treasurer; and

            Address: Carnival Corporation, 3655 NW 87th Avenue, Miami,
                     Florida 33133
            Fax number: +1 305 406 4758
            Attention: General Counsel

35.2.9      The contact details of the Facilities Agent for this purpose are:

            For  Operational  Issues  (Drawdowns;  Rollovers,  Rate Fixing:  Fee
            Claims etc)

            The Royal Bank of Scotland plc

            Level 3
            2-5 Devonshire Square
            London
            EC2M 4XJ

            Attention: Loans Administration / LAU

            Fax Number: 44 (0) 20 7615 7673


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<PAGE>

            For Non Operational Issues (Covenants; Amendments & Waivers etc)

            The Royal Bank of Scotland plc
            Level 7
            135 Bishopsgate
            London
            EC2M 3UR

            Attention: Philip A. Pentney, Head of Syndicated Loans Agency

            Fax No: 44 (0) 20 7085 4564

            Telephone Number: 44 (0) 20 7085 8739

            E-Mail: philip.pentney@rbos.com

35.3        Delivery

35.3.1      Any  communication  or document  made or  delivered by one person to
            another under or in connection with the Finance  Documents will only
            be effective:

            (a)   if delivered in person, at the time of delivery;

            (b)   if by way of fax, when received in legible form; or

            (c)   if by  post,  five  days  after  being  deposited  in the post
                  postage prepaid in an envelope correctly addressed.

35.3.2      Any  communication  or  document  to be  made  or  delivered  to the
            Facilities  Agent will be effective  only when actually  received by
            the Facilities Agent.

35.3.3      A  communication  given  under  clause  35.3.1  but  received  on  a
            non-working day or after business hours in the place of receipt will
            only be deemed to be given on the next working day in that place.

35.3.4      All  notices  from  or to an  Obligor  shall  be  sent  through  the
            Facilities Agent.

35.3.5      Any  communication  or document  made or delivered to the Company in
            accordance  with  this  clause  will be  deemed to have been made or
            delivered to each of the Obligors.

35.4        Notification of address and fax number

            Promptly upon receipt of  notification  of an address and fax number
            or  change  of  address  or  fax  number  pursuant  to  clause  35.2
            (Addresses)  or  changing  its  own  address  or  fax  number,   the
            Facilities Agent shall notify the other Parties.


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<PAGE>

35.5        Electronic communication

35.5.1      Any  communication  to be made  between the  Facilities  Agent and a
            Lender under or in connection with the Finance Documents may be made
            by electronic  mail or other  electronic  means,  if the  Facilities
            Agent and the relevant Lender:

            (a)   agree that, unless and until notified to the contrary, this is
                  to be an accepted form of communication;

            (b)   notify each other in writing of their  electronic mail address
                  and/or any other  information  required  to enable the sending
                  and receipt of information by that means; and

            (c)   notify each other of any change to their  address or any other
                  such information supplied by them.

35.5.2      Any electronic communication made between the Facilities Agent and a
            Lender will be  effective  only when  actually  received in readable
            form  and in the  case  of any  electronic  communication  made by a
            Lender to the  Facilities  Agent only if it is  addressed  in such a
            manner as the Facilities Agent shall specify for this purpose.

35.6        English language

35.6.1      Any notice given under or in  connection  with any Finance  Document
            must be in English.

35.6.2      All other documents provided under or in connection with any Finance
            Document must be:

            (a)   in English; or

            (b)   if not in English, and if so required by the Facilities Agent,
                  accompanied by a certified  English  translation  and, in this
                  case, the English translation will prevail unless the document
                  is a constitutional, statutory or other official document.

36          Calculations and certificates

36.1        Accounts

            In any  litigation or arbitration  proceedings  arising out of or in
            connection with a Finance Document, the entries made in the accounts
            maintained  by a  Finance  Party  are prima  facie  evidence  of the
            matters to which they relate.

36.2        Certificates and Determinations

            Any  certification  or determination by a Finance Party of a rate or
            amount  under any  Finance  Document  is, in the absence of manifest
            error,  conclusive evidence of the matters to which it relates.  The
            Facilities  Agent shall provide  reasonable  details to support such
            calculation upon the Company's request.


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<PAGE>

36.3        Day count convention

            Any interest,  commission or fee accruing  under a Finance  Document
            will  accrue from day to day and is  calculated  on the basis of the
            actual  number of days elapsed and a year of 365 days in relation to
            Sterling or 360 days in relation  to any other  currency  or, in any
            case where the practice in the Relevant Interbank Market differs, in
            accordance with that market practice.

37          Partial invalidity

            If,  at any time,  any  provision  of the  Finance  Documents  is or
            becomes  illegal,  invalid or unenforceable in any respect under any
            law  of  any  jurisdiction,   neither  the  legality,   validity  or
            enforceability  of  the  remaining   provisions  nor  the  legality,
            validity or  enforceability  of such provision  under the law of any
            other jurisdiction will in any way be affected or impaired.

38          Remedies and waivers

            No failure to exercise, nor any delay in exercising,  on the part of
            any Finance Party,  any right or remedy under the Finance  Documents
            shall operate as a waiver,  nor shall any single or partial exercise
            of any right or remedy  prevent any further or other exercise or the
            exercise  of any other  right or remedy.  The  rights  and  remedies
            provided in this  Agreement are  cumulative and not exclusive of any
            rights or remedies provided by law.

39          Amendments and waivers

39.1        Required consents

39.1.1      Subject  to  clause  39.2  (Exceptions)  any  term  of  the  Finance
            Documents  may be  amended  or waived  only with the  consent of the
            Majority  Lenders and the Obligors and any such  amendment or waiver
            will be binding on all Parties.

39.1.2      The Facilities Agent may effect, on behalf of any Finance Party, any
            amendment or waiver permitted by this clause.

39.2        Exceptions

39.2.1      An  amendment  or waiver  that has the effect of  changing  or which
            relates to:

            (a)   the   definition   of   Majority   Lenders   in   clause   1.1
                  (Definitions);

            (b)   an  extension  to the date of payment of any amount  under the
                  Finance Documents other than pursuant to clause 4.2;

            (c)   a reduction  in the Margin or a reduction in the amount of any
                  payment of principal, interest, fees (other than fronting fees
                  payable pursuant to clause 16.5) or commission payable;


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<PAGE>

            (d)   an increase in or an  extension  of any Tranche A  Commitment,
                  Tranche B Commitment  and/or  Tranche C Commitment  other than
                  pursuant to clause 4.2;

            (e)   a  change  to  the  Borrowers  or  Guarantors  other  than  in
                  accordance with clause 29 (Changes to the Obligors);

            (f)   any provision which expressly  requires the consent of all the
                  Lenders; or

            (g)   clause 2.2 (Finance Parties' rights and  obligations),  clause
                  28 (Changes to the Lenders) or this clause 39,

            shall not be made without the prior consent of all the Lenders.

39.2.2      An amendment or waiver which relates to the rights or obligations of
            the Facilities Agent or an Arranger when acting in that capacity may
            not be effected  without the consent of the Facilities  Agent or the
            Arrangers.

39.2.3      Notwithstanding any other provision of this Agreement,  an amendment
            or waiver which relates to the rights or  obligations  of a Fronting
            Bank when acting in that  capacity  may not be effected  without the
            consent of that Fronting Bank.

40          Counterparts

            Each Finance Document may be executed in any number of counterparts,
            and  this  has  the  same  effect  as  if  the   signatures  on  the
            counterparts were on a single copy of the Finance Document.

41          Governing law

            This Agreement is governed by English law.

42          Enforcement

42.1        Jurisdiction

42.1.1      The  courts of England  have  exclusive  jurisdiction  to settle any
            dispute  arising  out  of  or  in  connection  with  this  Agreement
            (including  a  dispute   regarding   the   existence,   validity  or
            termination of this Agreement) (a Dispute).

42.1.2      The  Parties   agree  that  the  courts  of  England  are  the  most
            appropriate and convenient courts to settle Disputes and accordingly
            no Party will argue to the contrary.

42.1.3      This clause 42.1 is for the benefit of the Finance  Parties only. As
            a  result,   no  Finance  Party  shall  be  prevented   from  taking
            proceedings   relating  to  a  Dispute  in  any  other  courts  with
            jurisdiction.  To the extent allowed by law, the Finance Parties may
            take concurrent proceedings in any number of jurisdictions.


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<PAGE>

42.2        Service of process

42.2.1      Without  prejudice  to any other mode of service  allowed  under any
            relevant law, each Obligor  (other than an Obligor  incorporated  in
            England and Wales):

            (a)   irrevocably  appoints  Carnival  plc (and  Carnival plc hereby
                  accepts  each such  appointment)  as its agent for  service of
                  process in  relation  to any  proceedings  before the  English
                  courts in connection with any Finance Document; and

            (b)   agrees that failure by a process  agent to notify the relevant
                  Obligor of the process  will not  invalidate  the  proceedings
                  concerned.

42.3        Waiver of Jury Trial

            Each of the parties to this  Agreement  irrevocably  waives trial by
            jury in any action or proceeding  with respect to this  Agreement or
            any of the Finance Documents.

43          USA PATRIOT Act

            Each  Lender  hereby  notifies  each  Obligor  that  pursuant to the
            requirements  of the USA  Patriot  Act,  such  Lender is required to
            obtain,  verify and record information that identifies such Obligor,
            which information  includes the name and address of such Obligor and
            other  information  that will allow  such  Lender to  identify  such
            Obligor in accordance with the USA PATRIOT Act.

44          Summary Document

            The  Summary  Document is set out in Schedule 12 solely to provide a
            summary of the main terms and  conditions  of the  Agreement for the
            purposes of the Bank of Italy's  instructions on the transparency of
            banking  transactions  and services  (Istruzioni di vigilanza per le
            banche,  Titolo X,  Capitolo 1). The parties  agree that the Summary
            Document is not  intended to amend,  supplement  or  interpret  this
            Agreement.  In case of inconsistency  between this Agreement and the
            Summary Document, this Agreement will prevail for all purposes.

            This  Agreement  has been  entered  into on the date  stated  at the
            beginning of this Agreement.


                                      118
<PAGE>

                                   Schedule 1

                              The Original Parties

                                     Part 1
                             The Original Borrowers

Name of Subsidiaries of the Company and Carnival plc

      1     Costa Crociere  S.p.A.  (a company  organised and existing under the
            laws of Italy as a societa  per  azioni,  with fully  paid-up  share
            capital equal to Euro  365.364.504,00,  having its registered office
            in Genoa (Italy),  via XII Ottobre 2, registered with the Companies'
            Register  (Registro  delle Imprese) of Genoa under no.  02545900108,
            Repertorio Economico Amministrativo no. 279842)

      2     CC U.S.  Ventures,  Inc. (a company organised and existing under the
            laws of Delaware the United States)

      3     Holland  America Line Inc. (a company  organised and existing  under
            the laws of Washington the United States)

      4     Princess  Cruise & Tours,  Inc. (a company  organised  and  existing
            under the laws of Delaware the United States)


                                      119
<PAGE>

                                     Part 2
                     The Original Lenders - Loan Commitments

(a)   Tranche A Commitment

      Name of Original Lender                                   Amount (USD)

      Bank of America, N.A                                      48,866,754.75

      Barclays Bank PLC                                         48,866,754.75

      JPMorgan Chase Bank, N.A                                  48,866,754.75

      The Royal Bank of Scotland plc                            48,866,754.75

      BNP Paribas                                               48,866,754.75

      SANPAOLO IMI S.p.A                                        48,866,754.75

      Citibank, N.A                                             39,093,403.80

      Deutsche Bank AG London Branch                            39,093,403.80

      KfW                                                       61,662,093.03

      HSBC Bank plc                                             39,093,403.80

      Lloyds TSB Bank plc                                       61,662,093.03

      Mizuho Corporate Bank. Ltd.,                              61,662,093.03

      Banca di Roma - London Branch                             39,093,403.80

      Banca Intesa S.p.A                                        39,093,403.80

      Banca Nazionale del Lavoro SpA, New York Branch           39,093,403.80

      Merrill Lynch Bank USA                                    61,662,093.03

      Societe Generale                                          39,093,403.80

      SunTrust Bank                                             61,662,093.03

      UBS Limited                                               61,662,093.03

      UniCredito Italiano - New York Branch                     39,093,403.80

      Australia and New Zealand Banking Group Limited           30,831,046.51

      Banco Bilbao Vizcaya Argentaria S.A                       19,546,701.90

      Commerzbank Aktiengesellschaft                            19,546,701.90

      DnB NOR Bank ASA                                          30,831,046.51

      National Australia Bank Limited                           30,831,046.51

      Sumitomo Mitsui Banking Corporation, New York Branch      30,831,046.51

      US Bank, N.A                                              30,831,046.51

      Wells Fargo Bank, National Association                    30,831,046.51

                                                             Total 1,200,000,000


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<PAGE>

(b)   Tranche B Commitment

      Name of Original Lender                                   Amount (euro)

      Bank of America, N.A                                      30,303,030.30

      Barclays Bank PLC                                         30,303,030.30

      JPMorgan Chase Bank, N.A                                  30,303,030.30

      The Royal Bank of Scotland plc                            30,303,030.30

      BNP Paribas                                               30,303,030.30

      SANPAOLO IMI S.p.A                                        30,303,030.30

      Citibank, N.A. - Milan Branch                             24,242,424.24

      Deutsche Bank SpA                                         24,242,424.24

      KfW                                                             0

      HSBC Bank plc                                             24,242,424.24

      Lloyds TSB Bank plc                                             0

      Mizuho Corporate Bank. Ltd.,                                    0

      Banca di Roma - London Branch                             24,242,424.24

      Banca Intesa S.p.A                                        24,242,424.24

      Banca Nazionale del Lavoro SpA, New York Branch           24,242,424.24

      Merrill Lynch Bank USA                                          0

      Societe Generale                                          24,242,424.24

      SunTrust Bank                                                   0

      UBS Limited                                                     0

      UniCredito Italiano - New York Branch                     24,242,424.24

      Australia and New Zealand Banking Group Limited                 0

      Banco Bilbao Vizcaya Argentaria S.A                       12,121,212.12

      Commerzbank Aktiengesellschaft                            12,121,212.12

      DnB NOR Bank ASA                                                0

      National Australia Bank Limited                                 0

      Sumitomo Mitsui Banking Corporation, New York Branch            0

      US Bank, N.A                                                    0

      Wells Fargo Bank, National Association                          0

                                                              Total 400,000,000


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<PAGE>

(c)   Tranche C Commitment

      Name of Original Lender                                 Amount (Sterling)

      Bank of America, N.A                                      8,144,459.13

      Barclays Bank PLC                                         8,144,459.13

      JPMorgan Chase Bank, N.A                                  8,144,459.13

      The Royal Bank of Scotland plc                            8,144,459.13

      BNP Paribas                                               8,144,459.13

      SANPAOLO IMI S.p.A                                        8,144,459.13

      Citibank, N.A                                             6,515,567.30

      Deutsche Bank AG London Branch                            6,515,567.30

      KfW                                                       10,277,015.50

      HSBC Bank plc                                             6,515,567.30

      Lloyds TSB Bank plc                                       10,277,015.50

      Mizuho Corporate Bank. Ltd.,                              10,277,015.50

      Banca di Roma - London Branch                             6,515,567.30

      Banca Intesa S.p.A                                        6,515,567.30

      Banca Nazionale del Lavoro SpA, New York Branch           6,515,567.30

      Merrill Lynch Bank USA                                    10,277,015.50

      Societe Generale                                          6,515,567.30

      SunTrust Bank                                             10,277,015.50

      UBS Limited                                               10,277,015.50

      UniCredito Italiano - New York Branch                     6,515,567.30

      Australia and New Zealand Banking Group Limited           5,138,507.75

      Banco Bilbao Vizcaya Argentaria S.A                       3,257,783.65

      Commerzbank Aktiengesellschaft                            3,257,783.65

      DnB NOR Bank ASA                                          5,138,507.75

      National Australia Bank Limited                           5,138,507.75

      Sumitomo Mitsui Banking Corporation, New York Branch      5,138,507.75

      US Bank, N.A                                              5,138,507.75

      Wells Fargo Bank, National Association                    5,138,507.75

                                                              Total 200,000,000


                                      122
<PAGE>

                                     Part 3
                                   [Not Used]

                                      123
<PAGE>

                                     Part 4
           The Original Swingline Lenders - Swingline Loan Commitments

(a)   Swingline Tranche A Commitment

      Name of Original Swingline Lender                       Amount (USD)

      Bank of America, N.A                                    48,747,120.60

      Barclays Bank PLC                                       48,747,120.60

      JPMorgan Chase Bank, N.A                                48,747,120.60

      The Royal Bank of Scotland plc                          48,747,120.60

      BNP Paribas                                             48,747,120.60

      SANPAOLO IMI S.p.A                                      48,747,120.60

      Citibank, N.A                                           38,997,696.48

      Deutsche Bank AG New York Branch                        38,997,696.48

      KfW                                                           0

      HSBC Bank plc                                           38,997,696.48

      Lloyds TSB Bank plc                                     61,511,133.70

      Mizuho Corporate Bank, Ltd.                             61,511,133.70

      Banca di Roma - London Branch                           38,997,696.48

      Banca Intesa S.p.A                                      38,997,696.48

      Banca Nazionale del Lavoro SpA, New York Branch               0

      Merrill Lynch Bank USA                                        0

      Societe Generale                                        38,997,696.48

      SunTrust Bank                                                 0

      UBS Loan Finance LLC                                    61,511,133.70

      UniCredito Italiano - New York Branch                         0

      Australia and New Zealand Banking Group Limited               0

      Banco Bilbao Vizcaya Argentaria S.A                     19,498,848.24

      Commerzbank Aktiengesellschaft                          19,498,848.24

      DnB NOR Bank ASA                                              0

      National Australia Bank Limited                               0

      Sumitomo Mitsui Banking Corporation, New York Branch          0

      US Bank, N.A                                                  0

      Wells Fargo Bank, National Association                        0

                                                            Total 750,000,000


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<PAGE>

(b)   Swingline Tranche B Commitment

      Name of Original Swingline Lender                       Amount (euro)

      Bank of America, N.A                                    30,172,413.79

      Barclays Bank PLC                                       30,172,413.79

      JPMorgan Chase Bank, N.A                                30,172,413.79

      The Royal Bank of Scotland plc                          30,172,413.79

      BNP Paribas                                             30,172,413.79

      SANPAOLO IMI S.p.A                                      30,172,413.79

      Citibank, N.A. - Milan Branch                           24,137,931.03

      Deutsche Bank SpA                                       24,137,931.03

      KfW                                                           0

      HSBC Bank plc                                           24,137,931.03

      Lloyds TSB Bank plc                                           0

      Mizuho Corporate Bank. Ltd.,                                  0

      Banca di Roma - London Branch                           24,137,931.03

      Banca Intesa S.p.A                                      24,137,931.03

      Banca Nazionale del Lavoro SpA, New York Branch               0

      Merrill Lynch Bank USA                                        0

      Societe Generale                                        24,137,931.03

      SunTrust Bank                                                 0

      UBS Limited                                                   0

      UniCredito Italiano - New York Branch                         0

      Australia and New Zealand Banking Group Limited               0

      Banco Bilbao Vizcaya Argentaria S.A                     12,068,965.52

      Commerzbank Aktiengesellschaft                          12,068,965.52

      DnB NOR Bank ASA                                              0

      National Australia Bank Limited                               0

      Sumitomo Mitsui Banking Corporation, New York Branch          0

      US Bank, N.A                                                  0

      Wells Fargo Bank, National Association                        0

                                                            Total 350,000,000


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<PAGE>

(c)   Swingline Tranche C Commitment

      Name of Original Swingline Lender                     Amount (Sterling)

      Bank of America, N.A                                    8,124,520.10

      Barclays Bank PLC                                       8,124,520.10

      JPMorgan Chase Bank, N.A                                8,124,520.10

      The Royal Bank of Scotland plc                          8,124,520.10

      BNP Paribas                                             8,124,520.10

      SANPAOLO IMI S.p.A                                      8,124,520.10

      Citibank, N.A                                           6,499,616.08

      Deutsche Bank AG London Branch                          6,499,616.08

      KfW                                                           0

      HSBC Bank plc                                           6,499,616.08

      Lloyds TSB Bank plc                                     10,251,855.62

      Mizuho Corporate Bank, Ltd.                             10,251,855.62

      Banca di Roma - London Branch                           6,499,616.08

      Banca Intesa S.p.A                                      6,499,616.08

      Banca Nazionale del Lavoro SpA, New York Branch               0

      Merrill Lynch Bank USA                                        0

      Societe Generale                                        6,499,616.08

      SunTrust Bank                                                 0

      UBS Limited                                             10,251,855.62

      UniCredito Italiano - New York Branch                         0

      Australia and New Zealand Banking Group Limited               0

      Banco Bilbao Vizcaya Argentaria S.A                     3,249,808.04

      Commerzbank Aktiengesellschaft                          3,249,808.04

      DnB NOR Bank ASA                                              0

      National Australia Bank Limited                               0

      Sumitomo Mitsui Banking Corporation, New York Branch          0

      US Bank, N.A                                                  0

      Wells Fargo Bank, National Association                        0

                                                            Total 125,000,000


                                       126
<PAGE>

                                     Part 5
                           The Original Fronting Banks

Bank of America, N.A.

The Royal Bank of Scotland plc

SANPAOLO IMI S.p.A.


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<PAGE>

                                   Schedule 2

                              Conditions Precedent

                                     Part 1
                   Conditions precedent to initial Utilisation

Original Obligors

1     A copy of the constitutional documents of each Original Obligor.

2     A copy of a resolution  of the board of  directors or executive  committee
      thereof  of each  Original  Obligor  (and,  if  required  by its  existing
      by-laws,  a copy of the resolution of the  Shareholders'  Meeting of Costa
      Crociere   S.p.A.),   approving   the  terms  of,  and  the   transactions
      contemplated by, the Finance Documents to which it is a party.

3     A specimen  of the  signature  of each  person who  executes  the  Finance
      Documents  and who is  authorised  on behalf  of an  Original  Obligor  to
      execute or witness the  execution  of any  Finance  Document or to sign or
      send any document or notice in connection with any Finance Document.

4     A certificate of an authorised signatory of the Company:

      (a)   confirming  that  utilising  or (with  respect  to the  Company  and
            Carnival  plc)  guaranteeing  the Total Tranche A  Commitments,  the
            Total Tranche B Commitments and the Total Tranche C Commitments (or,
            in the case of Costa Crociere S.p.A.,  utilising the Total Tranche B
            Commitments)  in full  would not  breach  any limit  binding  on any
            Original Obligor;

      (b)   certifying  that  each  copy  document  specified  in Part 1 of this
            Schedule is correct,  complete  and in full force and effect as at a
            date no earlier than the Signing Date; and

      (c)   confirming  which companies are Material  Subsidiaries and providing
            reasonable   details   of  the   calculations   used  to  make  such
            determinations.

5     A copy of a good  standing  certificate  with respect to each US Borrower,
      issued as of a recent date by the Secretary of State or other  appropriate
      official  of  each  US  Borrower's   jurisdiction  of   incorporation   or
      organisation.

6     A  certificate  of  registration  (certificato  di  iscrizione)  of  Costa
      Crociere S.p.A.  with the relevant  Companies'  Register dated not earlier
      than  five  Business  Days  prior  to the  execution  of  this  Agreement,
      confirming that no insolvency  procedures have been started in relation to
      Costa Crociere S.p.A.

Legal opinions

7     A legal  opinion of Clifford  Chance,  English  law legal  advisers to the
      Arrangers and the Facilities Agent, addressed to the Finance Parties.


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<PAGE>

8     A legal  opinion of Tapia,  Linares y Alfaro,  Panama law legal  advisers,
      addressed to the Finance Parties.

9     A legal  opinion of Clifford  Chance,  New York state law legal  advisers,
      addressed to the Finance Parties.

10    A legal opinion of Lane Powell PC,  Washington  state law legal  advisers,
      addressed to the Finance Parties.

11    A legal opinion of Clifford  Chance Studio Legale  Associato,  Italian law
      legal advisers, addressed to the Finance Parties.

Other documents and evidence

12    The duly executed  Finance  Documents  (other than any of the  Utilisation
      Requests).

13    Certified copy of the Original Financial Statements.

14    Certified copy of the DLC Documents.

15    Evidence  that the fees,  costs  and  expenses  then due from the  Company
      pursuant to clause 16 (Fees) and clause 21 (Costs and expenses)  have been
      paid or will be paid by the first Utilisation Date.

16    Evidence of prepayment and cancellation in full on or prior to the date of
      this Agreement of the Company's  USD1.4billion  revolving credit agreement
      dated  26  June  2001 as  amended  on 17  November  2003,  Carnival  plc's
      (euro)600m credit facility agreement dated 9 March 2004 and Costa Crociere
      S.p.A.'s (euro)257.5m revolving credit agreement dated 3 May 2001.

17    A copy of any other authorisation or other document,  opinion or assurance
      which the  Facilities  Agent has  notified  the  Company is  necessary  or
      desirable  in  connection  with  the  entry  into and  performance  of the
      transactions contemplated by the Finance Documents or for the validity and
      enforceability of any Finance Document.


                                       129
<PAGE>

                                     Part 2
     Conditions precedent required to be delivered by an Additional Borrower

Additional Borrowers

1     An Accession  Letter,  duly  executed by the  Additional  Borrower and the
      Company or Carnival plc.

2     A copy of the constitutional documents of the Additional Borrower.

3     A copy of a resolution  of the board of  directors or executive  committee
      thereof of the Additional  Borrower (and, if such  Additional  Borrower is
      incorporated in Italy and it is required by its existing  by-laws,  a copy
      of  the  resolution  of  the  Shareholders'  Meeting  of  such  Additional
      Borrower)  approving the terms of, and the  transactions  contemplated by,
      the Accession Letter and the Finance Documents to which it is a party.

4     A specimen of the  signature  of each person who  executes  the  Accession
      Letter and is authorised on behalf of the  Additional  Borrower to execute
      or witness the  execution  of any Finance  Document or to sign or send any
      document or notice in connection with any Finance Document.

5     A certificate of an authorised signatory of the Additional Borrower:

      (a)   confirming that utilising the Total Tranche A Commitments, the Total
            Tranche B Commitments  and the Total  Tranche C Commitments  (or, in
            the case of an Additional Borrower resident in Italy,  utilising the
            Total  Tranche B  Commitments)  in full  would not  breach any limit
            binding on it; and

      (b)   certifying  that  each  copy  document  specified  in Part 2 of this
            Schedule is correct,  complete  and in full force and effect as at a
            date no earlier than the date of the Accession Letter.

6     If the proposed  Additional  Borrower is  incorporated in Italy, a summary
      sheet (in the form of the  Summary  Sheet  mutatis  mutandis)  signed  for
      acknowledgement   and   acceptance   by  such   Additional   Borrower  and
      constituting  the Documento di Sintensi  required by the relevant  Italian
      banking regulations,  namely Section 10 of the Bank of Italy's regulations
      of 25 July 2003 and the C.I.C.R. resolution dated 4 March 2003.

7     If  the  proposed   Additional   Borrower  is  incorporated  in  Italy,  a
      certificate of registration (certificato di iscrizione) of such Additional
      Borrower with the relevant Companies' Register dated not earlier than five
      Business  Days prior to the  execution of the relevant  Accession  Letter,
      confirming that no insolvency  procedures have been started in relation to
      such Additional Borrower.

Legal opinions

8     A legal  opinion of Clifford  Chance,  English  law legal  advisers to the
      Facilities Agent, addressed to the Finance Parties.

9     If the Additional  Borrower is incorporated  in a jurisdiction  other than
      England  and  Wales,   a  legal  opinion  from  legal   advisers  in  that
      jurisdiction, addressed to the Finance Parties.


                                       130
<PAGE>

Other documents and evidence

10    A copy of any other authorisation or other document,  opinion or assurance
      which the  Facilities  Agent has  notified  the  Company is  necessary  or
      desirable  in  connection  with  the  entry  into and  performance  of the
      transactions  contemplated by the Accession Letter or for the validity and
      enforceability of any Finance Document.


                                       131
<PAGE>

                                   Schedule 3

                               Utilisation Request

                                     Part 1
                                      Loans

From:  o [Borrower]

To:    THE ROYAL BANK OF SCOTLAND PLC (Facilities Agent)

Dated: [*]

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We refer  to the  Agreement.  This is a Loan  Utilisation  Request.  Terms
      defined in the  Agreement  have the same meaning in this Loan  Utilisation
      Request unless given a different meaning in this Loan Utilisation Request.

2     We wish to borrow a Loan on the following terms:

      Tranche:                   [A/B/C]

      Proposed Utilisation Date: [*] (or, if that is not a Business Day, the
                                 next Business Day)

      Currency of Loan:          [*]

      Amount:                    [*] or, if less, the Available Facility for the
                                 Tranche indicated above

      Interest Period:           [*]

3     We confirm that each  condition  specified in clause 5.4.1 is satisfied on
      the date of this Loan Utilisation Request.

4     The proceeds of this Loan should be credited to o [account].

5     This Loan Utilisation Request is irrevocable.

                                Yours faithfully


                          ----------------------------

                            authorised signatory for

                           [name of relevant Borrower]


                                       132
<PAGE>

                                     Part 2
                                      Bonds

From:  [Borrower]

To:    THE ROYAL BANK OF SCOTLAND PLC (Facilities Agent)

Dated:

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We wish to arrange for a Bond to be issued by the relevant  Fronting  Bank
      on the following terms:

      Fronting Bank              [*]

      Tranche:                   A

      Proposed Utilisation Date: [*] (or, if that is not a Business Day, the
                                 next Business Day)

      Currency of Bond:          [*]

      Amount:                    [*] or, if less, the lesser of the Available
                                 Tranche A Facility and the Available Bond
                                 Facility

      Beneficiary:               [*]

      Account Party:             [*]

      Term or Expiry Date:       [*]

2     We confirm that each condition specified in clause 6.7 (Issue of Bonds) is
      satisfied on the date of this Bond Utilisation Request.

3     We attach a copy of the proposed Bond.

4     This Bond Utilisation Request is irrevocable.

Delivery Instructions:

[specify delivery instructions]

                                Yours faithfully


                           ---------------------------
                            authorised signatory for
                           [name of relevant Borrower]


                                       133
<PAGE>

                                     Part 3
                                 Swingline Loan

From:  [Borrower]

To:    THE ROYAL BANK OF SCOTLAND PLC (Facilities Agent)

Dated:

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1.    We wish to borrow a Swingline Loan on the following terms:

      Tranche                     [A/B/C]

      Proposed Utilisation Date:  [*] (or, if that is not a Business Day, the
                                  next Business Day)

      Currency of Swingline Loan: [USD/(euro)/(pounds)]

      Amount:                     [*] or, if less, the Available Swingline
                                  [Tranche A/Tranche B/Tranche C] Facility

      Interest Period:            [*]

2.    We confirm that each condition specified in clause 8.5 (Swingline Lenders'
      participation) is satisfied on the date of this Swingline Loan Utilisation
      Request.

3.    The proceeds of this Swingline Loan should be credited to [account].

4.    This Swingline Loan Utilisation Request is irrevocable.

                                Yours faithfully


                           ---------------------------
                            authorised signatory for
                           [name of relevant Borrower]


                                       134
<PAGE>

                                   Schedule 4

                             Mandatory Cost Formulae

1     The  Mandatory  Cost is an addition  to the  interest  rate to  compensate
      Lenders for the cost of compliance  with (a) the  requirements of the Bank
      of England  and/or the Financial  Services  Authority (or, in either case,
      any other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.

2     On the first  Utilisation Date (or as soon as practicable  thereafter) the
      Facilities  Agent shall  calculate or ascertain,  as a percentage rate per
      annum, a rate (the "Base Cost Rate") for each Lender and,  thereafter,  on
      the  first  day of  each  Interest  Period  (or  as  soon  as  practicable
      thereafter)  as a percentage  rate per annum,  a rate (the  "Current  Cost
      Rate") for each Lender,  in accordance  with the  paragraphs set out below
      and shall  notify the Company of the Base Cost Rate and the  Current  Cost
      Rate for each Lender  promptly  after  calculating  or  ascertaining  such
      rates.

3     The Mandatory Cost will be calculated by the Facilities  Agent as the rate
      per annum that is the difference  between (i) the weighted  average of the
      Lenders'  Current Cost Rates  (weighted in  proportion  to the  percentage
      participation  of each Lender in the relevant  Loan) and (ii) the weighted
      average of the Lenders'  Base Cost Rates  (weighted in  proportion  to the
      percentage  participation of each Lender in the relevant Loan) and will be
      expressed as a percentage  rate per annum  provided that if such a rate is
      negative, the Mandatory Costs rate shall be deemed to be zero.

      The  Additional  Cost Rate for a Lender will be the Current  Cost Rate for
      that Lender less the Base Cost Rate for that Lender and will be  expressed
      a percentage rate per annum provided that if such a rate is negative,  the
      Additional Cost Rate shall be deemed to be zero.

4     The Base Cost Rate or the Current Cost Rate for any Lender  lending from a
      Facility  Office in a  Participating  Member State will be the  percentage
      (expressed as a rate per annum)  notified by that Lender to the Facilities
      Agent.  This  percentage will be certified by that Lender in its notice to
      the  Facilities  Agent  to be its  reasonable  determination  of the  cost
      (expressed  as a percentage of that  Lender's  participation  in all Loans
      made from that  Facility  Office) of  complying  with the minimum  reserve
      requirements  of the  European  Central Bank in respect of loans made from
      that Facility Office.

5     The Base Cost Rate or  Current  Cost Rate for any  Lender  lending  from a
      Facility Office in the United Kingdom will be calculated by the Facilities
      Agent as follows:

      (a)   in relation to a Sterling Loan:

            AB+C(B-D)+Ex0.01
            ---------------- per cent. per annum
               100-(A+C)

      (b)   in relation to a Loan in any currency other than Sterling:


                                       135
<PAGE>

            Ex0.01
            ------ per cent. per annum.
             300

Where:

      A     is the percentage of Eligible  Liabilities  (assuming these to be in
            excess of any stated minimum) which that Lender is from time to time
            required to maintain as an interest free cash ratio deposit with the
            Bank of England to comply with cash ratio requirements.

      B     is the  percentage  rate of interest  (excluding  the Margin and the
            Mandatory  Cost and,  if the Loan is an Unpaid Sum,  the  additional
            rate of default interest payable for the relevant Interest Period on
            the Loan.

      C     is the percentage (if any) of Eligible Liabilities which that Lender
            is  required  from  time to time to  maintain  as  interest  bearing
            Special Deposits with the Bank of England.

      D     is the  percentage  rate per annum payable by the Bank of England to
            the Facilities Agent on interest bearing Special Deposits.

      E     is designed to compensate Lenders for amounts payable under the Fees
            Rules and is calculated by the Facilities Agent as being the average
            of the most recent rates of charge  supplied by the Reference  Banks
            to the Facilities  Agent pursuant to paragraph 9 below and expressed
            in pounds per (pounds)1,000,000.

6     Should a Lender  transfer  all or part of its  Commitment  to a New Lender
      after the Utilisation Date, the Base Cost Rate of such New Lender shall be
      deemed to be either (a) the  percentage  notified by it to the  Facilities
      Agent under  paragraph  4 above or (b) the  percentage  calculated  by the
      Facilities  Agent under  paragraph  5 above,  in each case on the date the
      relevant transfer becomes effective.

7     For the purposes of this Schedule:

      (a)   "Eligible  Liabilities"  and  "Special  Deposits"  have the meanings
            given to them from  time to time  under or  pursuant  to the Bank of
            England Act 1998 or (as may be appropriate) by the Bank of England;

      (b)   "Fees Rules" means the rules on periodic  fees  contained in the FSA
            Supervision  Manual  or such  other law or  regulation  as may be in
            force from time to time in  respect  of the  payment of fees for the
            acceptance of deposits;

      (c)   "Fee  Tariffs"  means the fee  tariffs  specified  in the Fees Rules
            under the activity group A.1 Deposit acceptors (ignoring any minimum
            fee or zero rated fee required pursuant to the Fees Rules but taking
            into account any applicable discount rate); and

      (d)   "Tariff Base" has the meaning given to it in, and will be calculated
            in accordance with, the Fees Rules.


                                       136
<PAGE>

8     In  application of the above  formulae,  A, B, C and D will be included in
      the  formulae as  percentages  (i.e.  5 per cent.  will be included in the
      formula as 5 and not as 0.05). A negative result obtained by subtracting D
      from B shall be taken as zero.  The resulting  figures shall be rounded to
      four decimal places.

9     If requested by the Facilities  Agent,  each Reference Bank shall, as soon
      as  practicable  after  publication by the Financial  Services  Authority,
      supply  to the  Facilities  Agent,  the  rate of  charge  payable  by that
      Reference Bank to the Financial  Services  Authority  pursuant to the Fees
      Rules in respect of the relevant  financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee  Tariffs  applicable  to that  Reference  Bank for that
      financial  year) and  expressed  in pounds  per  (pounds)1,000,000  of the
      Tariff Base of that Reference Bank.

10    Each Lender shall supply any information  required by the Facilities Agent
      for the purpose of calculating its Base Cost Rate or Current Cost Rate. In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a Lender:

      (a)   the  jurisdiction  of its Facility Office and, if not U.K., its Base
            Cost Rate and Current Cost Rate; and

      (b)   any other  information  that the  Facilities  Agent  may  reasonably
            require for such purpose.

            Each Lender shall promptly notify the Facilities Agent of any change
            to the information provided by it pursuant to this paragraph.

11    The  percentages  of each  Lender for the purpose of A and C above and the
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Facilities Agent based upon the information  supplied to
      it  pursuant  to  paragraphs  9 and 10 above and on the  assumption  that,
      unless a Lender  notifies  the  Facilities  Agent  to the  contrary,  each
      Lender's  obligations  in  relation  to cash ratio  deposits  and  Special
      Deposits are the same as those of a typical bank from its  jurisdiction of
      incorporation  with a  Facility  Office  in the same  jurisdiction  as its
      Facility Office.

12    The  Facilities  Agent  shall  have no  liability  to any  person  if such
      determination  results in a Base Cost Rate or Current Cost Rate which over
      or under  compensates  any Lender and shall be entitled to assume that the
      information   provided  by  any  Lender  or  Reference  Bank  pursuant  to
      paragraphs 4, 6, 9 and 10 above is true and correct in all respects.

13    The Facilities Agent shall distribute the additional amounts received as a
      result of the  Mandatory  Cost to the  Lenders on the basis of the Current
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 4, 6, 9 and 10 above.

14    Any determination by the Facilities Agent in accordance with this Schedule
      in relation to a formula,  the Mandatory  Cost, an Additional Cost Rate, a
      Base Cost  Rate,  a Current  Cost Rate or any  amount  payable to a Lender
      shall,  in the absence of manifest error, be conclusive and binding on all
      Parties.


                                       137
<PAGE>

15    The Facilities  Agent may from time to time, after  consultation  with the
      Company  and  the  Lenders,  determine  and  notify  to  all  Parties  any
      amendments  which are  required  to be made to this  Schedule  in order to
      comply with any change in law, regulation or any requirements from time to
      time imposed by the Bank of England,  the Financial  Services Authority or
      the European  Central  Bank (or, in any case,  any other  authority  which
      replaces all or any of its functions) and any such determination shall, in
      the absence of manifest error, be conclusive and binding on all Parties.


                                       138
<PAGE>

                                   Schedule 5

                          Form of Transfer Certificate

To:    THE ROYAL BANK OF SCOTLAND PLC as Facilities Agent

From:  [The Existing Lender] (the Existing Lender) and [The New Lender] (the
       New Lender)

Dated:

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We refer to the Agreement.  This is a Transfer Certificate.  Terms defined
      in the Agreement have the same meaning in this Transfer Certificate unless
      given a different meaning in this Transfer Certificate.

2     We refer to clause 28.2 (Procedure for transfer):

      (a)   The Existing  Lender and the New Lender agree to the Existing Lender
            transferring  to the  New  Lender  by  novation  all or  part of the
            Existing Lender's Commitment,  rights and obligations referred to in
            the  Schedule  in  accordance   with  clause  28.2   (Procedure  for
            transfer).

      (b)   The proposed Transfer Date is [*].

      (c)   The Facility  Office and address,  fax number and attention  details
            for  notices  of the New  Lender  for the  purposes  of clause  35.2
            (Addresses) are set out in the Schedule.

3     The New Lender  expressly  acknowledges  the  limitations  on the Existing
      Lender's   obligations   set  out  in  of  clause  28.3   (Limitation   of
      responsibility of Existing Lenders).

4     [The New Lender confirms that the person beneficially entitled to interest
      payable to that Lender in respect of an advance  under a Finance  Document
      is a Qualifying Lender, as defined in clause [insert appropriate reference
      from clause 17].

[4/5] This Transfer  Certificate  may be executed in any number of  counterparts
      and this has the same effect as if the signatures on the counterparts were
      on a single copy of this Transfer Certificate.

[5/6] This Transfer Certificate is governed by English law.


                                       139
<PAGE>

                                  The Schedule

               Commitment/rights and obligations to be transferred

                            [insert relevant details]

         [Facility Office address, fax number and attention details for
                   notices and account details for payments,]

[Existing Lender]                      [New Lender]

By:                                    By:

This Transfer Certificate is accepted by the Facilities Agent and the Transfer
Date is confirmed as [*].

[Facilities Agent]

By:


                                       140
<PAGE>

                                   Schedule 6

                            Form of Accession Letter

To:    THE ROYAL BANK OF SCOTLAND PLC as Facilities Agent

From:  [Subsidiary] and CARNIVAL CORPORATION/CARNIVAL PLC

Dated: [*]

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We refer to the Agreement.  This is an Accession Letter.  Terms defined in
      the Agreement have the same meaning in this Accession  Letter unless given
      a different meaning in this Accession Letter.

2     [Subsidiary]  agrees to become an  Additional  Borrower and to be bound by
      the terms of the  Agreement as an Additional  Borrower  pursuant to clause
      29.2  (Additional  Borrowers) of the Agreement.  [Subsidiary] is a company
      duly incorporated under the laws of [name of relevant jurisdiction].

3     [Subsidiary's] administrative details are as follows:

      Address:

      Fax No:

      Attention:

4     This Accession Letter is governed by English law.

      CARNIVAL CORPORATION                   [Subsidiary]

      CARNIVAL PLC


                                       141
<PAGE>

                                   Schedule 7

                           Form of Resignation Letter

To:    THE ROYAL BANK OF SCOTLAND PLC as Facilities Agent

From:  [resigning Borrower] and CARNIVAL CORPORATION/CARNIVAL PLC

Dated: [*]

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We refer to the Agreement.  This is a Resignation Letter. Terms defined in
      the  Agreement  have the same meaning in this  Resignation  Letter  unless
      given a different meaning in this Resignation Letter.

2     Pursuant to clause  29.3  (Resignation  of a  Borrower),  we request  that
      [resigning  Borrower] be released from its obligations as a Borrower under
      the Agreement.

3     We confirm that:

      (a)   no Default is  outstanding  or would result from the  acceptance  of
            this request; and

      (b)   as at the  date  of  this  request  no  amount  owed  by  [resigning
            Borrower] under the Agreement is outstanding.

4     This Resignation Letter is governed by English law.

      CARNIVAL CORPORATION                   [Subsidiary]

      By:                                    By:

      CARNIVAL PLC

      By:


                                       142
<PAGE>

                                   Schedule 8

                         Form of Compliance Certificate

To:    THE ROYAL BANK OF SCOTLAND PLC as Facilities Agent

From:  CARNIVAL CORPORATION

Dated: [*]

Dear Sirs

            CARNIVAL CORPORATION AND CARNIVAL PLC - USD1,200,000,000,
        (euro)400,000,000 and (pounds)200,000,000 Multicurrency Revolving
                 Facilities Agreement dated [*] (the Agreement)

1     We refer to the Agreement. This is a Compliance Certificate. Terms defined
      in the  Agreement  have  the same  meaning  when  used in this  Compliance
      Certificate   unless  given  a  different   meaning  in  this   Compliance
      Certificate.

2     We confirm that as at as at [relevant testing date]:

      (a)   Issued Capital and Consolidated Reserves was [     ];

            The aggregate of Borrowed Moneys was [   ]; and Consolidated Capital
            was  [   ];   therefore  the  aggregate  of  Borrowed  Moneys  as  a
            percentage of Consolidated Capital was [     ].

            EBITDA was [   ] and  Consolidated  Net Interest  Charges was [   ];
            therefore the ratio of EBITDA to Consolidated  Net Interest  Charges
            was [   ] to 1.

3     We set out below  calculations  establishing  the  figures in  paragraph 2
      above:

      [               ].

4     [We confirm that no Default is outstanding as at [relevant testing date]*]

Signed:
               -----------------------------

               Senior Financial Officer
               of

               CARNIVAL CORPORATION

--------------------------------------------------------------------------------
*     If this statement  cannot be made,  the  certificate  should  identify any
      Default that is continuing  and the steps,  if any,  being taken to remedy
      it.


                                       143
<PAGE>

                                   Schedule 9

                       Form of Confidentiality Undertaking

To:   [Transferring Lender]

Re:   CARNIVAL   CORPORATION   -   USD1,200,000,000,    (euro)400,000,000    and
      (pounds)200,000,000 Multicurrency Revolving Facilities Agreement dated [*]
      (the Agreement)

================================================================================
[Carnival Plc./Carnival Corporation] (the Company)
Amount:
Facilities Agent:
================================================================================

Dear Sirs

         We are considering [acquiring](1) /[arranging the acquisition of](2) an
interest in the Agreement (the Acquisition). In consideration of you agreeing to
make available to us certain information, by our signature of this letter we
agree as follows (acknowledged and agreed by you by your signature of a copy of
this letter):

1.    Confidentiality Undertaking

      We undertake (a) to keep the Confidential Information confidential and not
      to disclose it to anyone  except as provided  for by paragraph 2 below and
      to ensure that the  Confidential  Information  is protected  with security
      measures  and a degree of care that  would  apply to our own  confidential
      information,  (b)  to  use  the  Confidential  Information  only  for  the
      Permitted Purpose, (c) to use all reasonable endeavours to ensure that any
      person  to whom we pass any  Confidential  Information  (unless  disclosed
      under paragraph  2[(c)/(d)](3)  below)  acknowledges and complies with the
      provisions  of this  letter as if that person were also a party to it, and
      (d) not to make  enquiries  of any  member  of the  Group  or any of their
      officers, directors,  employees or professional advisers relating directly
      or indirectly to the Acquisition.

2.    Permitted Disclosure

      You agree that we may disclose Confidential Information:

                  to  members  of  the  Purchaser   Group  and  their  officers,
                  directors,  employees and professional  advisers to the extent
                  necessary  for the  Permitted  Purpose and to any  auditors of
                  members of the Purchaser Group;

                  [subject to the  requirements of the Agreement,  in accordance
                  with  the  Permitted   Purpose  so  long  as  any  prospective
                  purchaser has  delivered a letter to us in equivalent  form to
                  this letter](2) ;

      [(b/c)](3)  subject to the requirements of the Agreement, to any person to
                  (or through)  whom we assign or transfer  (or may  potentially
                  assign or  transfer)  all or any of the rights,  benefits  and
                  obligations  which we may acquire  under the Agreement or with
                  (or  through)  whom we enter  into (or may  potentially  enter
                  into)  any  sub-participation  in  relation  to,  or any other

--------------------------------------------------------------------------------
(1)   Delete if purchaser is acting as broker or agent.

(2)   Delete if potential purchaser is acting as principal.

(3)   Delete as applicable.


                                       144
<PAGE>

                  transaction  under which  payments are to be made by reference
                  to, the Agreement or the Company or any member of the Group in
                  each case so long as that person has  delivered a letter to us
                  in equivalent form to this letter; and

      [(b/c/d)]3  (i) where  requested  or  required  by any court of  competent
                  jurisdiction   or  any   competent   judicial,   governmental,
                  supervisory  or regulatory  body,  (ii) where  required by the
                  rules of any  stock  exchange  on which  the  shares  or other
                  securities of any member of the Purchaser  Group are listed or
                  (iii) where required by the laws or regulations of any country
                  with  jurisdiction  over  the  affairs  of any  member  of the
                  Purchaser  Group.

3.    Notification of Required or Unauthorised Disclosure

      We  agree  (to the  extent  permitted  by law) to  inform  you of the full
      circumstances  of any disclosure  under  paragraph  2[(c)/(d)](3)  or upon
      becoming aware that Confidential  Information has been disclosed in breach
      of this letter.

4.    Return of Copies

      If you so request in writing, we shall return all Confidential Information
      supplied  by you to us and  destroy  or  permanently  erase all  copies of
      Confidential  Information made by us and use all reasonable  endeavours to
      ensure that anyone to whom we have supplied any  Confidential  Information
      destroys or  permanently  erases  such  Confidential  Information  and any
      copies  made by  them,  in each  case  save to the  extent  that we or the
      recipients are required to retain any such Confidential Information by any
      applicable  law,  rule  or  regulation  or  by  any  competent   judicial,
      governmental,  supervisory  or  regulatory  body  or  in  accordance  with
      internal policy, or where the Confidential  Information has been disclosed
      under paragraph 2[(c)/(d)](3) above.

5.    Continuing Obligations

      The  obligations in this letter are continuing  and, in particular,  shall
      survive the termination of any discussions or negotiations between you and
      us.  Notwithstanding the previous sentence, the obligations in this letter
      shall  cease  (a)  if we  become  a  party  to or  otherwise  acquire  (by
      assignment or sub-participation)  an interest,  direct or indirect, in the
      Agreement  or (b) twelve  months after we have  returned all  Confidential
      Information  supplied to us by you and destroyed or permanently erased all
      copies  of  Confidential  Information  made by us  (other  than  any  such
      Confidential  Information  or  copies  which  have  been  disclosed  under
      paragraph 2 above (other than  sub-paragraph  2(a)) or which,  pursuant to
      paragraph 4 above,  are not required to be returned or  destroyed).

6.    No Representation; Consequences of Breach, etc

      We acknowledge and agree that:

      (a)   neither you, [nor your principal](4) nor any member of the Group nor
            any of your or their  respective  officers,  employees  or  advisers
            (each a "Relevant  Person") (i) make any representation or warranty,
            express or implied,  as to, or assume any  responsibility  for,  the
            accuracy,  reliability or  completeness  of any of the  Confidential
            Information  or  any  other  information  supplied  by  you  or  the
            assumptions  on  which  it is  based  or (ii)  shall  be  under  any
            obligation to update or correct any  inaccuracy in the  Confidential
            Information or any other information supplied by you or be otherwise
            liable to us or any  other  person in  respect  to the  Confidential
            Information or any such information; and

      (b)   you  [or  your   principal](4)  or  members  of  the  Group  may  be
            irreparably harmed by the breach of the terms hereof and damages may
            not be an adequate  remedy;  each Relevant  Person may be granted an
            injunction  or specific  performance  for any  threatened  or actual
            breach of the provisions of this letter by us.


                                       145
<PAGE>

7.    No Waiver; Amendments, etc

      This letter sets out the full extent of our obligations of confidentiality
      owed to you in relation to the information the subject of this letter.  No
      failure or delay in  exercising  any right,  power or privilege  hereunder
      will operate as a waiver  thereof nor will any single or partial  exercise
      of any right,  power or privilege preclude any further exercise thereof or
      the exercise of any other right, power or privileges hereunder.  The terms
      of this  letter  and our  obligations  hereunder  may only be  amended  or
      modified by written agreement between us and the Company.

8.    Inside Information

      We acknowledge that some or all of the Confidential  Information is or may
      be price-sensitive information and that the use of such information may be
      regulated or  prohibited  by  applicable  legislation  relating to insider
      dealing and we undertake not to use any  Confidential  Information for any
      unlawful purpose.

9.    Nature of Undertakings

      The  undertakings  given  by us under  this  letter  are  given to you and
      (without  implying any fiduciary  obligations on your part) are also given
      for the benefit of [your  principal,](4) the Company and each other member
      of the Group.

10.   Third Party Rights

(a)   Subject to this  paragraph  10 and to  paragraphs 6 and 9, a person who is
      not a party to this  letter has no right  under the  Contracts  (Rights of
      Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the
      benefit of any term of this letter.

(b)   The  Relevant  Persons may enjoy the benefit of the terms of  paragraphs 6
      and 9  subject  to  and in  accordance  with  this  paragraph  10 and  the
      provisions of the Third Parties Act.

(c)   The parties to this  letter do not  require  the  consent of the  Relevant
      Persons  (other  than the  Company)  to rescind or vary this letter at any
      time.

11.   Governing Law and Jurisdiction

(a)   This letter (including the agreement  constituted by your  acknowledgement
      of its terms) is governed by English Law.

(b)   The  parties  submit  to the  non-exclusive  jurisdiction  of the  English
      courts.

12.   Definitions

      In this letter (including the acknowledgement set out below) terms defined
      in the Agreement shall,  unless the context otherwise  requires,  have the
      same meaning and:

      Confidential  Information  means any information  relating to the Company,
      the Group, the Agreement  and/or the Acquisition  provided to us by you or
      any  of our  affiliates  or  advisers,  in  whatever  form,  and  includes
      information  given orally and any document,  electronic  file or any other
      way of representing or recording  information which contains or is derived
      or copied from such  information but excludes  information  that (a) is or
      becomes public  knowledge other than as a direct or indirect result of any
      breach  of  this  letter  or  (b) is  known  by us  before  the  date  the
      information  is  disclosed  to us by  you or any  of  your  affiliates  or
      advisers  or is  lawfully  obtained  by us  thereafter,  other than from a
      source which is connected with the Group and which, in either case, as far
      as we

--------------------------------------------------------------------------------
(4)   Delete if letter is  addressed  to the  Seller  rather  than the  Seller's
      broker or agent.


                                       146
<PAGE>

      are aware,  has not been  obtained in violation  of, and is not  otherwise
      subject to, any obligation of confidentiality;

      Group means the Company and each of its holding companies and subsidiaries
      and each subsidiary of each of its holding companies (as each such term is
      defined in the Companies Act 1985);

      Permitted  Purpose means [subject to the terms of this letter,  passing on
      information to a prospective  purchaser for the purpose of](2) considering
      and evaluating whether to enter into the Acquisition; and

      Purchaser Group means us, each of our holding  companies and  subsidiaries
      and each subsidiary of each of our holding companies (as each such term is
      defined in the Companies Act 1985).

Please  acknowledge  your  agreement to the above by signing and  returning  the
enclosed copy.

Yours faithfully


---------------------------------
For and on behalf of
[Potential Purchaser/Purchaser's agent/broker]

To: [Potential Purchaser/Purchaser's agent/broker]

We acknowledge and agree to the above:


---------------------------------

For and on behalf of
[Seller/Seller's agent/broker]


                                       147
<PAGE>

                                  Schedule 10

                                   Timetables

Each time shown below represents the Specified Time by which the relevant action
listed in the far left column must be completed on a particular day

                                     Part I
                                      Loans

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                  Loans in                Loans in euro            Loans in sterling      Loans in other
                                  US Dollars                                                              currencies
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                      <C>                    <C>
Facilities Agent notifies the                                                                             3:00 pm (London
Company if a currency is                                                                                  time) 4 Business
approved as an Optional                                                                                   Days before the
Currency in accordance with                                                                               proposed Utilisation
clause 10.3 (Conditions                                                                                   Date
relating to Optional Currencies)
------------------------------------------------------------------------------------------------------------------------------
Delivery of a duly completed      4:00 pm (London time)   4:00 pm (London time)    4:00 pm (London        4:00 pm (London
Loan Utilisation Request          3 Business Days         3 Business Days before   time) 1 Business Day   time) 3 Business
(clause 5.1 (Delivery of a Loan   before the proposed     the proposed             before the proposed    Days before the
Utilisation Request))             Utilisation Date        Utilisation Date         Utilisation Date       proposed Utilisation
                                                                                                          Date
------------------------------------------------------------------------------------------------------------------------------
Facilities Agent notifies the     5:00 pm (London time)   5:00 pm (London time)    5:00 pm (London        5:00 pm (London
Lenders of the Loan in            3 Business Days         3 Business Days before   time) 1 Business       time) 3 Business
accordance with clause 5.4        before the proposed     the proposed             Days before the        Days before the
(Lender's participation)          Utilisation Date        Utilisation Date         proposed Utilisation   proposed Utilisation
                                                                                   Date                   Date
------------------------------------------------------------------------------------------------------------------------------
Facilities Agent receives a                                                                               9:00 am (London
notification from a Lender                                                                                time) 2 Business
under clause 10.2                                                                                         Days before the
(Unavailability of a currency)                                                                            proposed Utilisation
                                                                                                          Date
------------------------------------------------------------------------------------------------------------------------------
Facilities Agent gives notice                                                                             10:00 am (London
in accordance with clause 10.2                                                                            time) 2 Business
(Unavailability of a currency)                                                                            Days before the
                                                                                                          proposed Utilisation
                                                                                                          Date
------------------------------------------------------------------------------------------------------------------------------
LIBOR or EURIBOR is fixed         11:00 am (London        11:00 am (Brussels       11:00 am (London       11:00 am (London
                                  time) on the            time) on the Quotation   time) on the           time) on the
                                  Quotation Day           Day                      Quotation Day          Quotation Day
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       148
<PAGE>

                                     Part II
                                      Bonds

<TABLE>
---------------------------------------------------------------------------------------------------------------
<S>                                                        <C>
Facilities Agent notifies the Company if a currency is     8 Business Days before the proposed Bond Utilisation
approved as an Optional Currency in accordance with
clause 10.3 (Conditions relating to Optional Currencies)

---------------------------------------------------------------------------------------------------------------
Delivery of a duly completed Bond Utilisation Request      3:00 pm (London time) 7 Business Days before the
(clause 6.3 (Delivery of a Bond Utilisation Request))      proposed Bond Utilisation

---------------------------------------------------------------------------------------------------------------
Facilities Agent notifies the relevant Fronting Bank and   5:00 pm (London time) 7 Business Days before the
the Lenders of the Bond in accordance with clause 6.7      proposed Bond Utilisation
(Issue of Bonds)

---------------------------------------------------------------------------------------------------------------
Delivery of a duly completed Renewal Request (clause 6.8   4 Business Days before the proposed Bond Utilisation
(Renewal of a Bond))                                       on renewal.

---------------------------------------------------------------------------------------------------------------
</TABLE>


                                       149
<PAGE>

                                    Part III
                                 Swingline Loans

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                            Tranche A         Tranche B         Tranche C

----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>               <C>
Delivery of a duly completed Swingline Loan Utilisation     11:00 am (New     8:30 am (London   10:30 am (London
Request (clause 8.2 (Delivery of a Swingline Loan           York time) on     time) on the      time) on the
Utilisation Request))                                       the Utilisation   Utilisation Date  Utilisation Date
                                                            Date

----------------------------------------------------------------------------------------------------------------
Facilities Agent notifies each Swingline Lender of the      11:30 am (New     9:00 am (London   11:00 am (London
amount of its participation in the Swingline Loan under     York time) on     time) on the      time) on the
clause 8.5 (Swingline Lenders' participation)               the Utilisation   Utilisation Date  Utilisation Date
                                                            Date

----------------------------------------------------------------------------------------------------------------
Facilities Agent determines the prime commercial lending    9:30 am (New      Not applicable    Not applicable
rate under clause 9.6 (Interest)                            York time) on
                                                            the Utilisation
                                                            Date

----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       150
<PAGE>

                                  Schedule 11

                               Pre-Approved Bonds


                                       151
<PAGE>

                                  Schedule 12

                                Summary Document

This is a Summary Document  ("Documento di Sintesi"),  prepared  pursuant to the
Bank of Italy's  instructions on the  transparency of banking  transactions  and
services  (Istruzioni  di  vigilanza  per le banche,  Titolo X,  Capitolo 1) and
summarising   the  terms  and  conditions  of  the   Facilities   Agreement  for
US$1,200,000,000,   (euro)400,000,000  and   (pounds)200,000,000   Multicurrency
Revolving Facilities dated 21 October 2005 (the "Agreement").

Capitalised  terms not defined  herein shall bear the same  meaning  ascribed to
them in the Agreement. The term Clause shall refer to a clause of the Agreement,
unless the contrary is stated.

1.    FINANCIAL TERMS OF THE FACILITIES AGREEMENT

      Aggregate  amount  granted  pursuant to the  Agreement:  the  aggregate of
      US$1,200,000,000, (euro)400,000,000 and (pounds)200,000,000;

1.1   Tranche A: Maximum principal amount: US$1,200,000,000;

      Purpose:  each Borrower  shall apply all amounts  utilised by it under the
      Facilities:  (a) by way of Loan  Utilisations  or Swingline  Loans towards
      general   liquidity  and/or  working  capital  purposes  of  the  Carnival
      Corporation  & plc Group  including,  but not  limited to, (in the case of
      Swingline  Loans)  support  for any CP  Programme;  and (b) by way of Bond
      Utilisations,  for the  purposes of securing  the  commercial  obligations
      specified in the Bond;

      Availability Period: the period from and including the Signing Date to and
      including the Termination Date;

      Interest  Period:  in  relation  to a  Loan,  each  period  determined  in
      accordance with Clause 14 (Interest Periods) and, in relation to an Unpaid
      Sum,  each period  determined  in  accordance  with  Clause 13.3  (Default
      Interest);

      Interest  rate:  the  interest  rate on each Loan  (other than a Swingline
      Loan)  shall be a margin  defined as Margin  which shall be at the Signing
      Date 0.175% per annum and, thereafter, may vary between 0.125% and 0.300%;
      plus (ii) LIBOR (or, in relation to any Loan in euro, EURIBOR); plus (iii)
      the  Mandatory  Costs,  if any; the interest rate on each  Swingline  Loan
      shall be the higher of (i) the prime commercial lending rate in US Dollars
      announced by the  Facilities  Agent at the Specified  Time and in force on
      that day; and (ii) 0.50% per annum over the rate per annum  determined  by
      the  Facilities  Agent to be the Federal  Funds Rate (as  published by the
      Federal Reserve Bank of New York) for that day;

      Default  Interest:  the default  interest  rate shall be the interest rate
      applicable from time to time, plus a margin of 1%;

      Repayment:  each Borrower  which has drawn a Loan shall repay that Loan on
      the last day of its Interest Period;  each Bond Borrower shall ensure that
      each Bond is repaid in full on or before the Termination Date.


                                       152
<PAGE>

      Borrowers:

      Carnival Corporation

      3655 N.W. 87th Avenue

      Miami, Florida, 33178-2428

      Carnival plc

      5 Gainsford Street

      London SE1 2NE United Kingdom

      Costa Crociere S.p.A. (Bond Utilisations only)
      Via XII Ottobre 2
      16121 Genoa (Italy)

      CC U.S. Ventures Inc.
      c/o CT Corporation
      1209 Orange Street
      Wilmington
      Delaware
      U.S.A. 19801

      Holland America Line Inc.
      300 Elliott Avenue West
      Seattle
      Washington
      U.S.A. 98110

      Princess Cruise & Tours, Inc.
      P.O. Box 13471201
      North Market Street
      Wilmington
      Delaware
      U.S.A. 19899

1.2   Tranche B: Maximum principal amount: (euro)400,000,000;

      Purpose:  each Borrower  shall apply all amounts  utilised by it under the
      Facilities by way of Loan  Utilisations or Swingline Loans towards general
      liquidity  and/or working capital  purposes of the Carnival  Corporation &
      plc Group including,  but not limited to, (in the case of Swingline Loans)
      support for any CP Programme;

      Availability Period: the period from and including the Signing Date to and
      including the Termination Date;

      Interest  Period:  in  relation  to a  Loan,  each  period  determined  in
      accordance with Clause 14 (Interest Periods) and, in relation to an Unpaid
      Sum,  each period  determined  in  accordance  with  Clause 13.3  (Default
      Interest);

      Interest  rate:  the  interest  rate on each Loan  (other than a Swingline
      Loan)  shall be a margin  defined as Margin  which shall be at the Signing
      Date 0.175% per annum and, thereafter, may vary between 0.125% and 0.300%;
      plus (ii) LIBOR (or, in relation to any Loan in euro, EURIBOR); plus (iii)
      the Mandatory  Costs,  if any; the interest rate on each  Swingline  Loan,
      shall be the  percentage  rate per


                                       153
<PAGE>

      annum  equal  to the  aggregate  of (i) the  applicable  Margin;  (ii) the
      arithmetic  mean of the  rates  (rounded  up to four  decimal  places)  as
      supplied to the Facilities  Agent at its request by the Reference Banks to
      leading  banks in the European  Interbank  Market as of 11:00am  (Brussels
      time) on the Utilisation  Date for that Swingline Loan for the offering of
      deposits in euro for a period  comparable  to the Interest  Period for the
      relevant  Swingline  Loan  and for  settlement  on  that  day;  (iii)  and
      Mandatory Costs (if any);

      Default  Interest:  the default  interest  rate shall be the interest rate
      applicable from time to time, plus a margin of 1%;

      Repayment:  each Borrower  which has drawn a Loan shall repay that Loan on
      the last day of its Interest Period.

      Borrowers:

      Carnival Corporation

      3655 NW 87th Avenue

      Miami, Florida 33133 USA

      Carnival plc

      5 Gainsford Street

      London SE1 2NE United Kingdom

      Costa Crociere S.p.A.
      Via XII Ottobre 2
      16121 Genoa (Italy)

      CC U.S. Ventures Inc.
      c/o CT Corporation
      1209 Orange Street
      Wilmington
      Delaware
      U.S.A. 19801

      Holland America Line Inc.
      300 Elliott Avenue West
      Seattle
      Washington
      U.S.A. 98110

      Princess Cruise & Tours, Inc.
      P.O. Box 13471201
      North Market Street
      Wilmington
      Delaware
      U.S.A. 19899

1.3   Tranche C: Maximum principal amount: (pounds)200,000,000;


                                       154
<PAGE>

      Purpose:  each Borrower  shall apply all amounts  utilised by it under the
      Facilities by way of Loan  Utilisations or Swingline Loans towards general
      liquidity  and/or working capital  purposes of the Carnival  Corporation &
      plc Group including,  but not limited to, (in the case of Swingline Loans)
      support for any CP Programme;

      Availability Period: the period from and including the Signing Date to and
      including the Termination Date;

      Interest  Period:  in  relation  to a  Loan,  each  period  determined  in
      accordance with Clause 14 (Interest Periods) and, in relation to an Unpaid
      Sum,  each period  determined  in  accordance  with  Clause 13.3  (Default
      Interest);

      Interest  rate:  the  interest  rate on each Loan  (other than a Swingline
      Loan)  shall be a margin  defined as Margin  which shall be at the Signing
      Date 0.175% per annum and, thereafter, may vary between 0.125% and 0.300%;
      plus (ii) LIBOR (or, in relation to any Loan in euro, EURIBOR); plus (iii)
      the Mandatory  Costs,  if any; the interest rate on each  Swingline  Loan,
      shall be the  percentage  rate per annum equal to the aggregate of (i) the
      applicable Margin; (ii) LIBOR; (iii) and Mandatory Costs (if any);

      Default  Interest:  the default  interest  rate shall be the interest rate
      applicable from time to time, plus a margin of 1%;

      Repayment:  each Borrower  which has drawn a Loan shall repay that Loan on
      the last day of its Interest Period;

      Borrowers:

      Carnival Corporation

      3655 NW 87th Avenue

      Miami, Florida 33133 USA

      Carnival plc

      5 Gainsford Street

      London SE1 2NE United Kingdom

      CC U.S. Ventures Inc.
      c/o CT Corporation
      1209 Orange Street
      Wilmington
      Delaware
      U.S.A. 19801

      Holland America Line Inc.
      300 Elliott Avenue West
      Seattle
      Washington
      U.S.A. 98110


                                       155
<PAGE>

      Princess Cruise & Tours, Inc.
      P.O. Box 13471201
      North Market Street
      Wilmington
      Delaware
      U.S.A. 19899

1.4   Lenders and Applicable Tranches

<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------
                    Legal name                          Lending office address           Applicable
                                                                                         Tranche(s)
      ----------------------------------------------------------------------------------------------------
<S>                                                <C>                                <C>
      Bank of America, N.A.                        TX 1-492-64-01, 901 Main St.,      A, Swingline (A)
                                                   Dallas, TX 72502, U.S.A.
      ----------------------------------------------------------------------------------------------------
      Bank of America, N.A. - Milan Branch         Corso Matteotti, 10,               B, Swingline (B)
                                                   20121 Milan, Italy                 (for Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Bank of America, N.A.                        5 Canada Square, London E14 5AQ,   B,C, Swingline
                                                   United Kingdom                     (B,C) (except for
                                                                                      Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Barclays Bank PLC                            5 The North Colonnade              A,B,C, Swingline
                                                   Canary Wharf, London               (A,B,C)
                                                   E14 4BB, United Kingdom
      ----------------------------------------------------------------------------------------------------
      JPMorgan Chase Bank, N.A.                    270 Park Avenue                    A, Swingline (A)
                                                   New York 10017, USA
      ----------------------------------------------------------------------------------------------------
      JPMorgan Chase Bank, N.A.                    Piazza Meda, 1                     B, Swingline (B)
                                                   Via Catena 4,                      (for Costa Crociere
                                                   Milan 20121, Italy                 S.p.A.)
      ----------------------------------------------------------------------------------------------------
      JPMorgan Chase Bank, N.A.                    125 London Wall, London EC2Y       B,C, Swingline
                                                   5AJ, United Kingdom                (B,C) (except for
                                                                                      Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      The Royal Bank of Scotland plc               CIB Leisure, 8th Floor, 135        A,B,C, Swingline
                                                   Bishopsgate, London EC2M 3UR       (A,B,C)
      ----------------------------------------------------------------------------------------------------
      BNP Paribas                                  1200 Smith Street, Suite 3100,     A, Swingline (A)
                                                   Houston, Texas 77002, U.S.A.
      ----------------------------------------------------------------------------------------------------
      BNP Paribas                                  Piazza San Fedele, 2, 20121        B, Swingline (B)
                                                   Milano (MI)
      ----------------------------------------------------------------------------------------------------
      BNP Paribas                                  10 Harewood Avenue, London NW1     C, Swingline (C)
                                                   6AA, United Kingdom
      ----------------------------------------------------------------------------------------------------
      SANPAOLO IMI S.p.A.                          Warwick Court, 18-24 Warwick       A,B,C, Swingline
                                                   Lane, London EC4M 7LZ              (B,C)
      ----------------------------------------------------------------------------------------------------
      SANPAOLO IMI S.p.A.                          New York Branch, 245 Park          Swingline (A)
                                                   Avenue, Suite 3500, New York, NY
                                                   10167
      ----------------------------------------------------------------------------------------------------
      Citibank, N.A.                               2 Penn's Way                       A, Swingline (A)
                                                   New Castle, DE. 19720
      ----------------------------------------------------------------------------------------------------
      Citibank, N.A. - Milan Branch                Foro Buonaparte, 16-20121          B, Swingline (B)
                                                   Milano, Italy
      ----------------------------------------------------------------------------------------------------
      Citibank, N.A.                               UK Loans Processing Unit           C, Swingline (C)
                                                   2nd Floor
                                                   4 Harbour Exchange
                                                   Isle of Dogs
                                                   London E14 9GE U.K.
      ----------------------------------------------------------------------------------------------------
      Deutsche Bank AG London Branch               Winchester House, 1 Great          A,C, Swingline (C)
                                                   Winchester Street, London EC2N
                                                   2DB
      ----------------------------------------------------------------------------------------------------
</TABLE>


                                       156
<PAGE>

<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------
                    Legal name                          Lending office address           Applicable
                                                                                         Tranche(s)
      ----------------------------------------------------------------------------------------------------
<S>                                                <C>                                <C>
      Deutsche Bank AG New York Branch             60 Wall Street, New York, NY       Swingline (A)
                                                   10005
      ----------------------------------------------------------------------------------------------------
      Deutsche Bank SpA                            Piazza del Calendario, 3, 20126,   B, Swingline (B)
                                                   Milan, Italy
      ----------------------------------------------------------------------------------------------------
      KfW                                          Palmengartenstrasse 5-9, D-60325   A, C
                                                   Frankfurt am Main
      ----------------------------------------------------------------------------------------------------
      HSBC Bank plc                                8 Canada Square, London E14 5HQ    A,C, Swingline (A,C)
      ----------------------------------------------------------------------------------------------------
      HSBC Bank plc                                Milan Branch, Piazetta             B, Swingline (B)
                                                   Maurilio Bossi, 1, 20121
                                                   Milano, Italy
      ----------------------------------------------------------------------------------------------------
      Lloyds TSB Bank plc                          25 Gresham Street, London, EC2V    A,C, Swingline (C)
                                                   7HN
      ----------------------------------------------------------------------------------------------------
      Lloyds TSB Bank plc                          1251 Avenue of the Americas,       Swingline (A)
                                                   39th Floor, New York, New York
                                                   10020
      ----------------------------------------------------------------------------------------------------
      Mizuho Corporate Bank. Ltd.,                 River Plate House, 7-11 Finsbury   A,C
                                                   Circus, London EC2M 7DH
      ----------------------------------------------------------------------------------------------------
      Mizuho Corporate Bank, Ltd.                  1251 Avenue of the Americas, New   Swingline (A,C)
                                                   York, N.Y. 10020, U.S.A.
      ----------------------------------------------------------------------------------------------------
      Banca di Roma - London Branch                34 East 51st Street, New York,     A, Swingline (A)
                                                   NY 10022, U.S.A.
      ----------------------------------------------------------------------------------------------------
      Banca di Roma - London Branch                Piazza de Ferrari 3N., 16121       B, Swingline (B)
                                                   Genova, Italy                      (for Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Banca di Roma - London Branch                81/87 Gresham Street, London       B,C, Swingline
                                                   EC2V 7NQ, UK                       (B,C) (except for
                                                                                      Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Banca Intesa S.p.A.                          Piazza Dante 44R, 16121, Genova,   B, Swingline (B)
                                                   Italy                              (for Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Banca Intesa S.p.A.                          90 Queen Street, London EC4N 1SA   A,B,C Swingline
                                                                                      (A,B,C) (except for
                                                                                      Costa Crociere
                                                                                      S.p.A. and US
                                                                                      incorporated
                                                                                      borrowers)
      ----------------------------------------------------------------------------------------------------
      Banca Intesa S.p.A.                          1 William Street, New York, NY     A, Swingline (A)
                                                   10004, U.S.A.                      (for US
                                                                                      incorporated
                                                                                      borrowers)
      ----------------------------------------------------------------------------------------------------
      Banca Nazionale del Lavoro SpA, New York     51 West 52nd Street, 36th Floor,   A,B,C
      Branch                                       New York, N.Y. 10019
      ----------------------------------------------------------------------------------------------------
      Merrill Lynch Bank USA                       15W. South Temple Street, STE      A,C
                                                   300, Salt Lake City, UT 84101
      ----------------------------------------------------------------------------------------------------
      Societe Generale                             41 Tower Hill, London EC3N 4SG     A,B,C, Swingline
                                                                                      (A,B,C)
      ----------------------------------------------------------------------------------------------------
      SunTrust Bank                                200 S. Orange Avenue, Tower        A,C
                                                   10-MC 1106, Orlando, FL 32801
      ----------------------------------------------------------------------------------------------------
      UBS Limited                                  1 Finsbury Avenue, London EC2M     A,C, Swingline (C)
                                                   2PP
      ----------------------------------------------------------------------------------------------------
      UBS Loan Finance LLC                         677 Washington Blvd., Stamford,    Swingline (A)
                                                   CT 06901, U.S.A.
      ----------------------------------------------------------------------------------------------------
      UniCredito Italiano - New York Branch        430 Park Avenue, 9th Floor, New    A,B,C
                                                   York, New York 10022
      ----------------------------------------------------------------------------------------------------
</TABLE>


                                       157
<PAGE>

<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------
                    Legal name                          Lending office address           Applicable
                                                                                         Tranche(s)
      ----------------------------------------------------------------------------------------------------
<S>                                                <C>                                <C>
      Australia and New Zealand Banking Group      Minerva House, Montague Close,     A,C
      Limited                                      London SE1 9DH
      ----------------------------------------------------------------------------------------------------
      Banco Bilbao Vizcaya Argentaria S.A.         108 Cannon Street, London EC4N     A,B,C, Swingline
                                                   6EU                                (B,C) (except for
                                                                                      Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Banco Bilbao Vizcaya Argentaria S.A., Milan  Via Cino del Duca 8                B, Swingline (B)
                                                   20122 Milan, Italy                 (for Costa Crociere
                                                                                      S.p.A.)
      ----------------------------------------------------------------------------------------------------
      Banco Bilbao Vizcaya Argentaria S.A., New    1345 Avenue of the Americas,       Swingline (A)
      York                                         45th Floor
                                                   New York, New York 10105 U.S.A.
      ----------------------------------------------------------------------------------------------------
      Commerzbank Aktiengesellschaft               Global Shipping, Ness 7-9, 20457   A,B,C, Swingline
                                                   Hamburg                            (A,B,C)
      ----------------------------------------------------------------------------------------------------
      DnB NOR Bank ASA                             200 Park Avenue, 31st Floor, New   A,C
                                                   York, NY 10166-0396, U.S.A.
      ----------------------------------------------------------------------------------------------------
      National Australia Bank Limited (ABN 12      88 Wood Street, London EC2V 7QQ    A,C
      004 044 937)
      ----------------------------------------------------------------------------------------------------
      Sumitomo Mitsui Banking Corporation, New     277 Park Avenue, New York, NY      A,C
      York Branch                                  10172
      ----------------------------------------------------------------------------------------------------
      US Bank, N.A.                                US Bank Tower, 425 Walnut          A,C
                                                   Street, 8th Floor, Cincinnati,
                                                   OH 45202, U.S.A.
      ----------------------------------------------------------------------------------------------------
      Wells Fargo Bank, National Association       7000 Central Parkway, Suite 600,   A,C
                                                   Atlanta, Georgia 30328, U.S.A.
      ----------------------------------------------------------------------------------------------------
</TABLE>

1.4   Facilities Agent: The Royal Bank of Scotland plc;

1.5   Guarantors:  (1) Carnival  Corporation in respect of its  Subsidiaries and
      Carnival  plc and (2)  Carnival  plc in  respect of its  Subsidiaries  and
      Carnival Corporation.

2.    REPRESENTATIONS

      As more  particularly  described  in  Clause 23  (Representations),  these
      include:  (a) Status;  (b)  Non-conflict;  (c) No default;  (d)  Financial
      statements; (e) No material adverse change; (f) Litigation; (g) Pari passu
      ranking; and (h) United States Law.

3.    UNDERTAKINGS

      As more particularly described in Clause 26 (General undertakings),  these
      include:  (a)  Authorisations;  (b) Negative  pledge;  (c) Insurance;  (d)
      ERISA; and (e) Margin Stock.

4.    EVENTS OF DEFAULT

4.1   As more  particularly  described in Clause 27 (Events of  Default),  these
      include:   (a)  Non-payment;   (b)  Breach  of  other   obligations;   (c)
      Misrepresentation;  (d)  Cross-default;  (e) Insolvency  Proceedings;  (f)
      Insolvency;  (g)  Creditors'  process;  (h)  Cessation  of  business;  (i)
      Effectiveness  of Finance  Documents;  and (l) Article 2447 or 2482-ter of
      the Italian civil code;

4.2   Acceleration:  if  an  Event  of  Default  occurs,  as  more  particularly
      described in Clause 27.13 (Acceleration) of the Agreement.


                                       158
<PAGE>

5.    ANNUAL PERCENTAGE RATE OF CHARGE (INDICATORE SINTETICO DI COSTO) ("ISC")

5.1   ISC relating to Costa Crociere S.p.A. for Tranche A is equal to 0.375%.

      For the purposes of calculating  the ISC for Tranche A, reference has been
      made to a Margin equal to 0.300%.

5.2   ISC relating to Costa Crociere S.p.A. for Tranche B is equal to 3.45%.

      For the  purposes  of  calculating  the ISC for  Tranche B, the  following
      assumptions have been made:

      (a)   assuming that the currency  selected for Loan  Utilisations is euro,
            reference  has been made to  EURIBOR  at 3.15% as  determined  on 19
            October 2005;

      (b)   for the  calculation  of  EURIBOR,  reference  has  been  made to an
            Interest Period of five years; and

      (c)   reference has been made to a Margin equal to 0.300%.

      Additional  charges in relation to the Loans granted or Bonds issued under
      the Agreement may arise in connection  with the application of Clause 15.4
      (Break costs) and Clause 17 (Taxes).

6.    APPLICABLE LAW AND JURISDICTION

      The  Agreement  is governed  by English  law.  The courts of England  have
      exclusive  jurisdiction  to  settle  any  dispute  arising  out  of  or in
      connection  with  the  Agreement   (including  a  dispute   regarding  the
      existence, validity or termination of this Agreement).


                                       159
<PAGE>

                                   SIGNATORIES

CARNIVAL CORPORATION

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER


CARNIVAL PLC

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER


COSTA CROCIERE S.p.A.

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER OF CARNIVAL CORPORATION AND
CARNIVAL PLC/ATTORNEY-IN-FACT


CC U.S. VENTURES, INC.

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER OF CARNIVAL CORPORATION AND
CARNIVAL PLC/AUTHORISED SIGNATORY

Oral agreements or oral commitments to loan money, extend credit, or to forbear
from enforcing repayment of a debt are not enforceable under Washington law.

HOLLAND AMERICA LINE INC.

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER OF CARNIVAL CORPORATION AND
CARNIVAL PLC/AUTHORISED SIGNER


PRINCESS CRUISE & TOURS, INC.

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER OF CARNIVAL CORPORATION AND
CARNIVAL PLC/AUTHORISED SIGNATORY

Guarantors

CARNIVAL CORPORATION

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER


CARNIVAL PLC

By: /s/ David Bernstein
    -------------------
By: DAVID BERNSTEIN, VICE-PRESIDENT AND TREASURER


                                       160
<PAGE>

Arrangers

BANC OF AMERICA SECURITIES LIMITED

By: /s/ Stephan James
    --------------------------
By: STEPHAN JAMES


BARCLAYS CAPITAL

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


J.P. MORGAN PLC

By: /s/ J. David Stewart
    --------------------------
By: J. DAVID STEWART


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Michael Ian Porter
    --------------------------
By: MICHAEL IAN PORTER

Original Lenders

Tranche A

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


                                       161
<PAGE>

JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A.

By: /s/ Charles R Delamater
    --------------------------
By: CHARLES R. DELAMATER


DEUTSCHE BANK AG LONDON BRANCH

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


KfW

By: /s/ Marco Albers
    --------------------------
By: MARCO ALBERS

By: /s/ Sabine Kapschak
    --------------------------
By: SABINE KAPSCHAK


HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


LLOYDS TSB BANK PLC

By: /s/ David Moore
    --------------------------
By: DAVID MOORE


                                       162
<PAGE>

MIZUHO CORPORATE BANK. LTD.,

By: /s/ Robert Pettitt
    --------------------------
By: ROBERT PETTITT


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH

By: /s/Juan Cortes
    --------------------------
By: JUAN CORTES

By: /s/ Francesco Di Mario
    --------------------------
By: FRANCESCO DI MARIO


MERRILL LYNCH BANK USA

By: /s/ Louis Alder
    --------------------------
By: LOUIS ALDER


SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


SUNTRUST BANK

By: /s/ Bradley J. Staples
    --------------------------
By: BRADLEY J. STAPLES


UBS LIMITED

By: /s/Sharon Canham
    --------------------------
By: SHARON CANHAM

By: /s/ Andrew Sudlow
    --------------------------
By: ANDREW SUDLOW


                                       163
<PAGE>

UNICREDITO ITALIANO - NEW YORK BRANCH

By: /s/ Christopher J. Eldin
    --------------------------
By: CHRISTOPHER J. ELDIN

By: /s/ Saiyed A. Abbas
    --------------------------
By: SAIYED A. ABBAS


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

By: /s/ Richard Heyhoe
    --------------------------
By: RICHARD HEYHOE


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE

By: /s/ Christian Welk
    --------------------------
By: CHRISTIAN WELK


DnB NOR BANK ASA

By: /s/ Erlend Bryn
    --------------------------
By: ERLEND BRYN

By: /s/ Barbara Gronquist
    --------------------------
By: BARBARA GRONQUIST


NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)

By: /s/ David Roberts
    --------------------------
By: DAVID ROBERTS


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH

By: /s/ William Ginn
    --------------------------
By: WILLIAM GINN


US BANK, N.A.

By: /s/ Richard J. Popp
    --------------------------
By: RICHARD J. POPP


WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/Alex Idichandy
    --------------------------
By: ALEX IDICHANDY


                                       164
<PAGE>

By: /s/ Kevin R. Combs
    --------------------------
By: KEVIN R. COMBS

Tranche B

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A. - MILAN BRANCH

By: /s/ Charles R. Delamater
    --------------------------
By: CHARLES R. DELAMATER


DEUTSCHE BANK SpA

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


                                       165
<PAGE>

HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/ Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH

By: /s/Juan Cortes
    --------------------------
By: JUAN CORTES

By: /s/ Francesco Di Mario
    --------------------------
By: FRANCESCO DI MARIO


SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


UNICREDITO ITALIANO - NEW YORK BRANCH

By: /s/ Christopher J. Eldin
    --------------------------
By: CHRISTOPHER J. ELDIN

By: /s/ Saiyed A. Abbas
    --------------------------
By: SAIYED A. ABBAS


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE


                                       166
<PAGE>

By: /s/ Christian Welk
    --------------------------
By: CHRISTIAN WELK

Tranche C

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A.

By: /s/ Charles R. Delamater
    --------------------------
By: CHARLES R. DELAMATER


DEUTSCHE BANK AG LONDON BRANCH

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


                                       167
<PAGE>

KfW

By: /s/ Marco Albers
    --------------------------
By: MARCO ALBERS

By: /s/ Sabine Kapschak
    --------------------------
By: SABINE KAPSCHAK


HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


LLOYDS TSB BANK PLC

By: /s/ David Moore
    --------------------------
By: DAVID MOORE


MIZUHO CORPORATE BANK. LTD.,

By: /s/ Robert Pettitt
    --------------------------
By: ROBERT PETTITT


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/ Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH

By: /s/ Juan Cortes
    --------------------------
By: JUAN CORTES

By: /s/ Francesco Di Mario
    --------------------------
By: FRANCESCO DI MARIO


MERRILL LYNCH BANK USA

By: /s/ Louis Adler
    --------------------------
By: LOUIS ALDER


                                       168
<PAGE>

SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


SUNTRUST BANK

By: Bradley J. Staples
    --------------------------
By: BRADLEY J. STAPLES


UBS LIMITED

By: /s/ Sharon Canham
    --------------------------
By: SHARON CANHAM

By: /s/ Andrew Sudlow
    --------------------------
By: ANDREW SUDLOW


UNICREDITO ITALIANO - NEW YORK BRANCH

By: /s/ Christopher J. Eldin
    --------------------------
By: CHRISTOPHER J. ELDIN

By: /s/ Saiyed A. Abbas
    --------------------------
By: SAIYED A. ABBAS


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

By: /s/ Richard Heyhoe
    --------------------------
By: RICHARD HEYHOE


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE


DnB NOR BANK ASA

By: /s/ Erlend Bryn
    --------------------------
By: ERLEND BRYN

By: /s/ Barbara Gronquist
    --------------------------
By: BARBARA GRONQUIST


NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)

By: /s/ David Roberts
    --------------------------
By: DAVID ROBERTS


                                       169
<PAGE>

SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH

By: /s/ William Ginn
    --------------------------
By: WILLIAM GINN


US BANK, N.A.

By: /s/ Richard J. Popp
    --------------------------
By: RICHARD J. POPP


WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Alex Idichandy
    --------------------------
By: ALEX IDICHANDY

By: /s/ Kevin R Combs
    --------------------------
By: KEVIN R. COMBS

Original Swingline Lenders

Swingline Tranche A

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


                                       170
<PAGE>

SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A.

By: /s/ Charles R. Delamater
    --------------------------
By: CHARLES R. DELAMATER


DEUTSCHE BANK AG NEW YORK BRANCH

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


LLOYDS TSB BANK PLC

By: /s/ David Moore
    --------------------------
By: DAVID MOORE


MIZUHO CORPORATE BANK, LTD.

By: /s/ Robert Pettitt
    --------------------------
By: ROBERT PETTITT


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/ Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


                                       171
<PAGE>

UBS LOAN FINANCE LLC

By: /s/ Richard L. Tavrow
    --------------------------
By: RICHARD L. TAVROW

By: /s/ Joselin Fernandes
    --------------------------
By: JOSELIN FERNANDES


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE

By: /s/ Christian Welk
    --------------------------
By: CHRISTIAN WELK

Swingline Tranche B

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Rix
    --------------------------
By: ANN M. F. RIX


                                       172
<PAGE>

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A. - MILAN BRANCH

By: /s/ Charles R. Delamater
    --------------------------
By: CHARLES R. DELAMATER


DEUTSCHE BANK SpA

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/ Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


                                       173
<PAGE>

COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE

By: /s/ Christian Welk
    --------------------------
By: CHRISTIAN WELK

Swingline Tranche C

BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


BARCLAYS BANK PLC

By: /s/ Sarah Brooks
    --------------------------
By: SARAH BROOKS


JPMORGAN CHASE BANK, N.A.

By: /s/ Karl Olsen
    --------------------------
By: KARL OLSEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


BNP PARIBAS

By: /s/ Ann M.F. Fix
    --------------------------
By: ANN M. F. FIX

By: /s/ Steve Duranti
    --------------------------
By: STEVE DURANTI


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


CITIBANK, N.A.

By: /s/ Charles R. Delamater
    --------------------------
By: CHARLES R. DELAMATER


                                       174
<PAGE>

DEUTSCHE BANK AG LONDON BRANCH

By: /s/ Simon Derrick
    --------------------------
By: SIMON DERRICK

By: /s/ Richard Sedlacek
    --------------------------
By: RICHARD SEDLACEK


HSBC BANK PLC

By: /s/ Arwel Davies
    --------------------------
By: ARWEL DAVIES


LLOYDS TSB BANK PLC

By: /s/ David Moore
    --------------------------
By: DAVID MOORE


MIZUHO CORPORATE BANK, LTD.

By: /s/ Robert Pettitt
    --------------------------
By: ROBERT PETTITT


BANCA DI ROMA - LONDON BRANCH

By: /s/ Vincent Wright
    --------------------------
By: VINCENT WRIGHT

By: /s/ Peter Scharf
    --------------------------
By: PETER SCHARF


BANCA INTESA S.p.A.

By: /s/ Paul Samuels
    --------------------------
By: PAUL SAMUELS

By: /s/ Lawrence Wybranlec
    --------------------------
By: LAWRENCE WYBRANLEC


SOCIETE GENERALE

By: /s/ Alain Bataille
    --------------------------
By: ALAIN BATAILLE


UBS LIMITED

By: /s/ Sharon Canham
    --------------------------
By: SHARON CANHAM

By: /s/ Andrew Sudlow
    --------------------------
By: ANDREW SUDLOW


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By: /s/ Pedro Cayuela
    --------------------------
By: PEDRO CAYUELA


                                       175
<PAGE>

By: /s/ Javier Ruiz
    --------------------------
By: JAVIER RUIZ


COMMERZBANK AKTIENGESELLSCHAFT

By: /s/ Christoph Beneke
    --------------------------
By: CHRISTOPH BENEKE

By: /s/ Christian Welk
    --------------------------
By: CHRISTIAN WELK

Facilities Agent


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Paul T Fletcher
    --------------------------
By: PAUL T. FLETCHER

Original Fronting Banks


BANK OF AMERICA, N.A.

By: /s/ Justin Lien
    --------------------------
By: JUSTIN LIEN


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Maxine Sanders
    --------------------------
By: MAXINE SANDERS


SANPAOLO IMI S.p.A.

By: /s/ Dante Campioni
    --------------------------
By: DANTE CAMPIONI


                                       176
</TEXT>
</DOCUMENT>
