CARNIVAL CORP
DEED OF GUARANTEE
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>4
<FILENAME>d66078_ex10-63.txt
<DESCRIPTION>DEED OF GUARANTEE
<TEXT>

                                                                   Exhibit 10.63

                              Dated 21 October 2005
                    ----------------------------------------

                            CARNIVAL CORPORATION                (1)
                                  as Guarantor

                                       and

                       THE ROYAL BANK OF SCOTLAND PLC           (2)
                               as Facilities Agent

                    ----------------------------------------
                                DEED OF GUARANTEE
                       in relation to a US$1,200,000,000,
                    (euro)400,000,000 and (pound)200,000,000
                             Multicurrency Revolving
                              Facilities Agreement
                    ----------------------------------------

<PAGE>

                                    Contents

Clause                                                                      Page

1      Interpretation ......................................................   1

2      Guarantee ...........................................................   2

3      Guarantor as Principal Debtor/Indemnity .............................   2

4      Interest ............................................................   2

5      Continuing Guarantee ................................................   3

6      Liability Unconditional .............................................   3

7      Demand ..............................................................   3

8      Waiver of Guarantor's Rights ........................................   3

9      Representations and Warranties ......................................   4

10     Certificates ........................................................   5

11     Settlements Conditional .............................................   5

12     Counterparts ........................................................   5

13     Assignment and references to Finance Party ..........................   5

14     Notices .............................................................   6

15     Invalidity ..........................................................   6

16     No Set-Off or Counterclaim ..........................................   7

17     No Implied Waivers, Remedies Cumulative .............................   7

18     Expenses ............................................................   7

19     Third Party Rights ..................................................   7

20     Additional Security .................................................   7

21     Governing Law and Jurisdiction ......................................   8

<PAGE>

THIS GUARANTEE is made by way of deed on 21 October 2005

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 "Guarantor"); and

(2)   THE ROYAL BANK OF SCOTLAND PLC a company registered in Scotland,  with its
      registered  office  at  36 St  Andrew  Square,  Edinburgh,  EH2  2YB  (the
      "Facilities  Agent",  which expression includes its successors and assigns
      for and on behalf of the Finance Parties).

WHEREAS:

(A)   By  a  multicurrency   revolving  facilities  agreement  (the  "Facilities
      Agreement")  dated on or about the date of this Guarantee and made between
      (1) Carnival  Corporation,  (2)  Carnival  plc,  (3) the  subsidiaries  of
      Carnival  Corporation  and  Carnival  plc  listed in Part 1 of  Schedule 1
      thereto, (4) Carnival Corporation and Carnival plc as guarantors, (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, (6) the financial institutions listed in Part 2 and Part 4
      of Schedule 1 thereto as lenders (the "Original  Lenders"),  (7) The Royal
      Bank  of  Scotland  plc  as   facilities   agent  and  (8)  the  financial
      institutions  listed in Part 5 of Schedule 1 thereto as fronting banks for
      the Bonds it was agreed that the  Original  Lenders  would make  available
      multicurrency    revolving   facilities   of   up   to   US$1,200,000,000,
      (euro)400,000,000 and (pound)200,000,000.

(B)   The execution and delivery to the  Facilities  Agent of this  Guarantee is
      one of the conditions  precedent to the delivery of a Utilisation  Request
      under the Facilities Agreement.

IT IS AGREED as follows:

1     Interpretation

1.1   Words and expressions  defined in the Facilities  Agreement shall have the
      same  meaning  when  used in this  Guarantee,  except  where  the  context
      otherwise requires or otherwise defined in this Guarantee.

1.2   In this Guarantee:

      "Facilities  Agreement"  means the  Facilities  Agreement  referred  to in
      Recital  (A),  and   includes  any  existing  or  future   amendments   or
      supplements, whether made with the Guarantor's consent or otherwise; and

      "Guaranteed  Amounts"  means  all  moneys,   obligations  and  liabilities
      expressed to be guaranteed by the Guarantor in Clause 2.1.

1.3   Clause  1.2  of the  Facilities  Agreement  applies,  with  any  necessary
      modifications, to this Guarantee.

2     Guarantee

2.1   The Guarantor hereby unconditionally and irrevocably:

2.1.1       guarantees  to each Finance  Party the punctual  payment of all sums
            payable by  Carnival  plc to that  Finance  Party  under the Finance
            Documents,  including, without limitation,  default interest payable
            under Clause 13.3 of the  Facilities  Agreement and payment upon any
            indemnity or otherwise; and

<PAGE>

2.1.2       undertakes to each Finance Party that if for any reason Carnival plc
            shall fail to pay any such sum or sums on its due date the Guarantor
            shall,  within 5 Business  Days after  first  written  demand by the
            Facilities  Agent,  unconditionally  pay  such  sum or  sums  to the
            Facilities  Agent in the currency or currencies in which such sum or
            sums are payable under the relevant Finance Document.

3     Guarantor as Principal Debtor/Indemnity

3.1   If any sums expressed to be payable by Carnival plc under the terms of the
      Finance  Documents are not recoverable  from Carnival plc by reason of (a)
      any invalidity,  unenforceability  or illegality of a Finance  Document or
      any provision  thereof (b) any legal  limitation or incapacity of Carnival
      plc or (c) as a result of such Finance  Document or any provision  thereof
      being  or  becoming  void,  voidable  or  unenforceable  such  sums  shall
      nevertheless  be  recoverable  by the  Facilities  Agent on  behalf of the
      Finance  Parties from the Guarantor as if it were  principal  debtor.  The
      Guarantor  agrees to indemnify the Finance  Parties on demand in an amount
      equal  to  any  loss  or  liability  arising  from  any  such  invalidity,
      unenforceability, illegality, legal limitation or incapacity affecting any
      Finance Document or Carnival plc.

4     Interest

4.1   The  Guarantor  agrees  to pay  interest  on each  amount  demanded  of it
      hereunder  from the date of demand until  payment (as well after as before
      judgment) at the rate then  applicable  under the Facilities  Agreement to
      the  sums in  respect  of  which  such  demand  is made  (or  would  be so
      applicable but for any legal or other limitation  affecting Carnival plc),
      provided  that under no  circumstances  will the  Guarantor  be liable for
      interest  on the same  amount  both  under  this  Clause 4.1 and under the
      Facilities Agreement.

5     Continuing Guarantee

5.1   The guarantee and indemnity  constituted by this Guarantee  shall continue
      in full force and effect until all sums whatsoever payable by Carnival plc
      under the Finance  Documents  have been  finally and  irrevocably  paid in
      full,  notwithstanding  any  intermediate  payment or discharge or partial
      settlement or other matter.

6     Liability Unconditional

6.1   The  Guarantor's  liability  under this Guarantee shall not be discharged,
      reduced  or  otherwise  affected  in any way by  reason  of (i) any of the
      Finance Parties giving Carnival plc time or any other concession, (ii) any
      composition,  discharge,  release or other variation of liability  entered
      into with,  or granted to Carnival plc,  (iii) any of the Finance  Parties
      taking,  holding,  varying,  realising or not enforcing any other security
      for the liabilities of Carnival plc under the Facilities  Agreement,  (iv)
      any amendment,  variation or waiver (however fundamental) of any provision
      of a Finance Document,  (v) any legal limitation or incapacity relating to
      Carnival  plc,  (vi)  the  invalidity,   illegality,   non-provability  or
      unenforceability  of a Finance  Document,  (vii) any insolvency or similar
      proceedings or any other act or omission of any of the Finance  Parties or
      any other circumstances which, but for this provision, might discharge the
      Guarantor.

7     Demand

7.1   The  Facilities  Agent  shall not be  entitled  to make any  demand on the
      Guarantor  under  Clause  2.1.2 for payment by the  Guarantor  of any sums
      payable by Carnival plc under any Finance  Document unless such action has
      first been approved by the Majority Lenders.

<PAGE>

8     Waiver of Guarantor's Rights

8.1   Waiver

      The Guarantor  shall,  until all the Guaranteed  Amounts have been finally
      and irrevocably  paid,  discharged or satisfied in full,  exercise only in
      accordance with the Facilities Agent's instructions:

8.1.1       its  rights  of  subrogation,  contribution  and  indemnity  against
            Carnival plc;

8.1.2       its right to take the benefit of,  share in or enforce any  security
            or other guarantee or indemnity for Carnival plc's  obligations held
            by any of the Finance Parties; and

8.1.3       its   right  to  prove   or   claim  in   bankruptcy,   liquidation,
            administration or other insolvency proceedings of Carnival plc.

            Any amount  obtained  by the  Guarantor  in breach of this  Clause 8
            shall be held on trust for the relevant  Finance Parties and paid to
            the Facilities Agent (on behalf of such Finance Parties) on demand.

8.2   Appropriations

      Until all amounts which may be or become  payable by Carnival plc under or
      in connection  with the Finance  Documents have been  irrevocably  paid in
      full, each Finance Party (or any trustee or agent on its behalf) may:

8.2.1       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 apply and
            enforce  the same in such  manner and order as it sees fit  (whether
            against those amounts or otherwise)  and the Guarantor  shall not be
            entitled to the benefit of the same; and

8.2.2       hold in an  interest-bearing  suspense  account any moneys  received
            from the Guarantor or on account of the Guarantor's  liability under
            this Guarantee.

8.3   Immediate recourse

      The 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 the  Guarantor  under this  Guarantee.  This waiver
      applies  irrespective  of  any  provision  of a  Finance  Document  to the
      contrary.

9     Representations and Warranties

9.1   The Guarantor represents and warrants to each Finance Party that:

9.1.1       it is duly  incorporated  and validly existing under the laws of the
            jurisdiction of its incorporation as a limited liability company and
            has the power to execute,  deliver and perform its obligations under
            this Guarantee;

9.1.2       all necessary corporate action has been taken by it to authorise the
            execution,  delivery  and  performance  of this  Guarantee  and this
            Guarantee  constitutes valid and legally binding  obligations of the
            Guarantor  enforceable  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));

<PAGE>

9.1.3       it 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;

9.1.4       the  execution,  delivery and  performance  of this Guarantee by the
            Guarantor  will not  contravene  any  existing  law,  regulation  or
            authorisation  to which it is  subject,  result in the  breach of or
            default  under  any  agreement  or other  instrument  to  which  the
            Guarantor is a party or which is binding  upon the  Guarantor or its
            assets or contravene any provision of the Guarantor's constitutional
            documents;

9.1.5       its  obligations  under this Guarantee 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; and

9.1.6       the  Guarantor  has not  taken any  security  from  Carnival  plc in
            relation to this Guarantee.

10    Certificates

10.1  A certificate of the Facilities  Agent setting forth the amount of any sum
      due by the  Guarantor  and  not  then  paid by  Carnival  plc  and/or  the
      Guarantor  shall  be  conclusive  evidence  of  such  amount  against  the
      Guarantor in the absence of any manifest error.

11    Settlements Conditional

11.1  If any moneys paid to any Finance Party in reduction of the  obligation of
      Carnival  plc under a Finance  Document  have to be repaid by such Finance
      Party by virtue of any  provision  or  enactment  relating to  bankruptcy,
      insolvency  or  liquidation  for the time  being in force or on any  other
      ground, following such repayment the liability of the Guarantor under this
      Guarantee  shall be computed as if such moneys had never been paid to such
      Finance Party at all.

12    Counterparts

12.1  This  Guarantee may be executed in any number of  counterparts  and by the
      parties to it on separate counterparts, each of which shall be an original
      but all of which shall together constitute one and the same instrument.

13    Assignment and references to Finance Party

13.1  A Finance  Party may assign its rights under and in  connection  with this
      Guarantee  to the same  extent  as it may  assign  its  rights  under  the
      Facilities Agreement.

13.2  This Guarantee  shall remain in effect despite any  amalgamation or merger
      (however effected) relating to a Finance Party.

13.3  References  to a Finance  Party shall be deemed to include any assignee or
      successor  in title of such  Finance  Party and any person who,  under the
      laws of its  jurisdiction of  incorporation  or domicile,  has assumed the
      rights and obligations of the relevant  Finance Party under the Facilities
      Agreement or this Guarantee or to which under such laws the same have been
      transferred.

14    Notices

14.1  Any notice or demand to the  Guarantor  under or in  connection  with this
      Guarantee shall be given by letter or fax at:

      Carnival Corporation
      3655 NW 87th Avenue
      Miami, FL 33133 USA

      Fax No: + 1 (305) 406-6480
      Attention: Treasurer

      With a copy to:

      Carnival Corporation
      3655 NW 87th Avenue
      Miami, FL 33178, USA

      Fax No: + 1 (305) 406-4758
      Attention: General Counsel

      or to such other address which the Guarantor may notify to the  Facilities
      Agent.

14.2  Clause 35 of the  Facilities  Agreement  applies  to any  notice or demand
      under or in connection  with this Guarantee but no notice may be served by
      email in connection with this Guarantee.

14.3  A demand under this Guarantee  shall be valid  notwithstanding  that it is
      served on the date on which the  amount to which it  relates is payable by
      Carnival  plc under  the  Facilities  Agreement  and a demand  under  this
      Guarantee may refer to all amounts payable under or in connection with the
      Facilities Agreement without specifying a particular sum or aggregate sum.

14.4  The Facilities  Agent agrees to send to the Guarantor copies of all formal
      demands served on Carnival plc pursuant to the Facilities Agreement.

15    Invalidity

15.1  If any  provision  of  this  Guarantee  is or  becomes  illegal,  invalid,
      prohibited  or  unenforceable  in  any   jurisdiction,   such  invalidity,
      illegality,  prohibition  or  unenforceability  shall not  invalidate  the
      remaining   provisions   hereof  or  affect  the  legality,   validity  or
      enforceability of such provision in any other jurisdiction.

16    No Set-Off or Counterclaim

16.1  All payments by the  Guarantor  hereunder  shall be made in full,  without
      set-off or counterclaim  in immediately  available,  freely  transferable,
      cleared funds for value on the date  specified in the  Facilities  Agent's
      demand to the account notified to the Guarantor by the Facilities Agent.

16.2  If an Event of Default has occurred and is  outstanding,  a Finance  Party
      may set off any matured  obligation  owed to it by the Guarantor 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 the  Guarantor,  regardless of the place of payment,  booking branch or
      currency  of  either  obligation.  If the  obligations  are  in  different
      currencies,  the relevant 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. The relevant Finance Party shall notify the Guarantor as soon
      as  practicable  after any  set-off is effected  under this Clause  giving
      reasonable details of the amounts and accounts involved.

<PAGE>

17    No Implied Waivers, Remedies Cumulative

17.1  No failure or delay on the part of any of the Finance  Parties to exercise
      any power,  right or remedy under this Guarantee shall operate as a waiver
      thereof,  nor shall any single or partial  exercise  by any of the Finance
      Parties  of any  power,  right or remedy  preclude  any  other or  further
      exercise thereof or the exercise of any other power,  right or remedy. The
      remedies  provided in this  Guarantee are cumulative and are not exclusive
      of any remedies provided by law.

18    Expenses

18.1  The Guarantor shall pay to each Finance Party on demand all legal fees and
      other costs,  charges or expenses  properly  incurred by it in  connection
      with  the  preservation  of  its  rights  under  or  enforcement  of  this
      Guarantee.

19    Third Party Rights

19.1  Any  person  other  than  any  Finance  Party  who is not a party  to this
      Guarantee  shall  have no  right  under  the  Contracts  (Rights  of Third
      Parties) Act 1999 to enforce any of its terms.

19.2  The Facilities  Agent shall be entitled to exercise any and all rights and
      benefits under this Guarantee on behalf of each of the Finance Parties.

20    Additional Security

      This  Guarantee 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.

21    Governing Law and Jurisdiction

21.1  This  Guarantee  shall be governed by, and construed in  accordance  with,
      English law.

21.2  Subject to the  provisions  of this Clause 21, the courts of England shall
      have exclusive  jurisdiction to settle any disputes which may arise out of
      or in connection with this Guarantee.

21.3  The Facilities Agent reserves the rights:

21.3.1      to commence  proceedings  in relation to any matter which arises out
            of or in connection with this Guarantee in the courts of any country
            other than England; and

21.3.2      to commence  such  proceedings  in the courts of any such country or
            countries concurrently with or in addition to proceedings in England
            or without commencing proceedings in England.

21.4  The Guarantor shall not commence any proceedings in any country other than
      England in relation to a matter which arises out of or in connection  with
      this Guarantee.

21.5  Nothing  in this  Clause 21 shall  exclude  or limit  any right  which any
      Finance  Party  may  have  (whether  under  the  law  of any  country,  an
      international  convention  or  otherwise)  with regard to the  bringing of
      proceedings,  the service of process,  the recognition or enforcement of a
      judgment or any similar or related matter in any jurisdiction.

21.6  In this Clause 21,  "proceedings" means proceedings of any kind, including
      an application for a provisional or protective measure.

<PAGE>

THIS GUARANTEE has been duly executed as a deed on the date first written above.


EXECUTED as a DEED                      )       /s/ David Bernstein
On behalf of CARNIVAL CORPORATION       )       -------------------
By DAVID BERNSTEIN                      )
Name: DAVID BERNSTEIN                   )
Title: VICE PRESIDENT & TREASURER       )


SIGNED by MICHAEL IAN PORTER            )       s/ Michael Ian Porter
for and on behalf of                    )       ---------------------
THE ROYAL BANK OF SCOTLAND PLC          )
In the presence of:                     )


WITNESSED BY:
PAUL T. FLETCHER
s/ Paul T. Fletcher
-------------------

</TEXT>
</DOCUMENT>
