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EXHIBIT 4.14    
    


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of April 29, 2003, by and among CARNIVAL CORPORATION, a corporation
organized and existing pursuant to the laws of the Republic of Panama (the "Company"), CARNIVAL PLC, a public limited company incorporated in England and Wales in July 2000 as P&O Princess
Cruises plc (the "Guarantor"), and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (the "Initial Purchaser"). 



        This
Agreement is made pursuant to the Purchase Agreement, dated April 23, 2003 (the "Purchase Agreement"), among the Company, as issuer of the Senior Convertible Debentures due
2033 (the "Debentures"), the Guarantor and the Initial Purchaser, which provides for, among other things, the sale by the Company to the Initial Purchaser of the aggregate principal amount at maturity
of Debentures specified therein. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 



        The
Company and the Guarantor agree with the Initial Purchaser, (i) for its benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners (including the
Initial Purchaser) from time to time of the Debentures and the Guarantee (as defined herein), and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon
conversion of the Debentures, if any, (each of the foregoing a "Holder" and together the "Holders"), as follows: 


        SECTION
1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings: 


        "Affiliate"
With respect to any specified person, an "affiliate," as defined in Rule 144, of such person. 


        "Applicable
Principal Amount" The Applicable Principal Amount, as of any date of determination, means with respect to each $1,000 principal amount at maturity of Debentures, the sum of
the Issue Price (as defined in the Indenture) of such Debentures plus accrued Original Issue Discount (as defined in the Indenture) with respect to such Debentures through such date of determination. 



        "Business
Day" Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or
executive order to close. 


        "Common
Stock" The common stock, $0.01 par value per share, of the Company and any other shares of common stock as may constitute "Common Stock" for purposes of the Indenture, including
the Underlying Common Stock. References in this Agreement to shares of Common Stock issuable upon conversion, redemption or repurchase of the Debentures shall be deemed to include the Trust Shares
paired with the Company's common stock, $0.01 par value per share. 


        "Company"
See the first paragraph hereof. 


        "Damages
Accrual Period" See Section 2(e) hereof. 


        "Damages
Payment Date" Each April 29 and October 29. 


        "Debentures"
See the second paragraph hereof. 


        "Deferral
Notice" See Section 3(h) hereof. 


        "Deferral
Period" See Section 3(h) hereof. 


        "Effectiveness
Deadline Date" See Section 2(a) hereof. 





 



        "Effectiveness
Period" The period of two years from the date the Shelf Registration Statement has been declared effective under the Securities Act, or such shorter period ending on the
date that all Registrable Securities have ceased to be Registrable Securities. 


        "Event"
See Section 2(e) hereof. 


        "Event
Date" See Section 2(e) hereof. 


        "Event
Termination Date" See Section 2(e) hereof. 


        "Exchange
Act" The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Filing
Deadline Date" See Section 2(a) hereof. 


        "Guarantee"
The guarantee of the Debentures issued under the Deed of Guarantee, dated as of April 17 2003, between the Company and the Guarantor. 


        "Holder"
See the third paragraph hereof. 


        "Indenture"
The Indenture, dated as of April 25, 2001, between the Company and U.S. Bank National Association, as trustee, as amended and supplemented by the Third Supplemental
Indenture, dated as of April 29, 2003, pursuant to which the Debentures are being issued. 



        "Initial
Purchaser" See the first paragraph of this Agreement. 


        "Initial
Shelf Registration Statement" See Section 2(a) hereof. 


        "Issue
Date" means April 29, 2003. 


        "Liquidated
Damages Amount" See Section 2(e) hereof. 


        "Material
Event" See Section 3(h) hereof. 


        "Notice
and Questionnaire" A written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached
as Annex A to the Offering Memorandum of the Company, dated April 23, 2003, relating to the Debentures. 


        "Notice
Holder" On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. 


        "Prospectus"
The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such Prospectus. 


        "Purchase
Agreement" See the second paragraph hereof. 


        "Record
Date" With respect to any Damages Payment Date relating to any Debenture as to which any Liquidated Damages Amount has accrued, (i) the 14th day immediately
preceding such Damages Payment Date if the Damages Accrual Period has not ended, or (ii) the date of the end Damages Accrual Period. 



        "Record
Holder" With respect to any Damages Payment Date relating to any Debenture as to which any Liquidated Damages Amount has accrued, the registered holder of such Debenture on the
Record Date. 


        "Registrable
Securities" The Securities, until such securities have been converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or
for which such securities have been converted or exchanged, and any security issued with respect thereto upon any 


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stock
dividend, split, merger or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) were it not held by an Affiliate of the Company or
(iii) its sale to the public pursuant to Rule 144. 


        "Registration
Expenses" See Section 5 hereof. 


        "Registration
Statement" Any registration statement of the Company and the Guarantor that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference in such
registration statement. 


        "Restricted
Securities" As this term is defined in Rule 144. 


        "Rule 144"
Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 


        "Rule 144A"
Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 


        "SEC"
The Securities and Exchange Commission. 


        "Securities"
Collectively means the Debentures, the Guarantee and the Underlying Common Stock. 


        "Securities
Act" The Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. 


        "Shelf
Registration Statement" See Section 2(a) hereof. 



        "Subsequent
Shelf Registration Statement" See Section 2(b) hereof. 


        "TIA"
The Trust Indenture Act of 1939, as amended. 


        "Trustee"
U.S. Bank National Association (or any successor entity), the Trustee under the Indenture. 


        "Trust
Shares" Trust shares of beneficial interest in the property (which as of the date hereof consists of a Special Voting Share, nominal value £1.00, issued by the
Guarantor) subject to the P&O Princess Special Voting Trust, a trust established under the laws of the Cayman Islands, that are paired with, and evidenced by, certificates representing shares of the
common stock, $0.01 par value, of the Company. 


        "Underlying
Common Stock" The Common Stock into which the Debentures are convertible or issued upon any such conversion. 


        SECTION
2. Shelf Registration.


        (a)    The
Company and the Guarantor shall prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue
Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration
Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement
shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution
reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantor. The Company and the Guarantor shall use commercially
reasonable efforts to cause the Initial Shelf 


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Registration
Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, and to
keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period subject
to the rights of the Company under Section 3(h) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder
on or prior to the date 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a
manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law under ordinary circumstances, subject to compliance with blue sky
laws. Neither the Company nor the Guarantor shall permit any of its securityholders (other than the Holders of Registrable Securities) to include any of the Company's or the Guarantor's securities in
the Shelf Registration Statement. 


        (b)    If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective other than during a Deferral Period for any reason at
any time during the Effectiveness Period, the Company and the Guarantor shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event
shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Securities that as of the date of such filing are Registrable Securities (a "Subsequent
Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantor shall use reasonable efforts to cause the Subsequent Shelf Registration Statement
to become effective as promptly as reasonably practicable after such filing, unless during a Deferral Period, or, if filed during a Deferral Period, after the expiration of a Deferral Period, and to
keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 


        (c)    The
Company and the Guarantor shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the
registration form used by the Company and the Guarantor for such Shelf Registration Statement if required by the Securities Act. 


        (d)    Each
Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus,
it will do so only in accordance with this Section 2(d) and Section 3(h). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantor shall, as promptly as reasonably practicable
after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document
required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as
to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company and the Guarantor shall file a
post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as
promptly as reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as reasonably
practicable after the effectiveness under the Securities Act of any 


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post-effective
amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company and the Guarantor shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, the Company and the Guarantor shall be
under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the
time the Registration Statement was initially declared effective) shall be named as a selling securityholder in the Registration Statement or related Prospectus subject to and in accordance with the
requirements of this Section 2(d). 


        (e)    The
parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with
precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in
respect of such period pursuant to Section 3(h) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to
herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by Section 3(h) hereof in the case of clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed in
the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type
described in clause (ii), termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(h) to be exceeded in the case of the commencement of an Event of the type described in
clause (iii). 


        Accordingly,
commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages
Accrual Period"), the Company and the Guarantor agree to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record
Holders of then outstanding Debentures that are Registrable Securities, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of
the first time that the Liquidation Damages Amount is to be paid to Record Holders on a Damages Payment Date as a result of the occurrence of any particular Event, beginning on and including the Event
Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to 0.25% for
the first 90-day period from the Event Date and 0.50% for each 90-day period thereafter of the Applicable Principal Amount thereof as of such Event Date determined as of the
Record Date; provided that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof called for redemption on a redemption
date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Debenture or portion
thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Debenture from and after the earlier of (x) the date such Debenture is no longer a Registrable Security and
(y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure of all 


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Events
requiring the payment by the Company and the Guarantor of Liquidated Damages Amounts to the Holders of Debenture pursuant to this Section, the accrual of Liquidated Damages Amounts will cease
(without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company and the Guarantor). 



        The
Trustee shall be entitled, on behalf of Holders of Debentures, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages
Amount. Notwithstanding the foregoing, the parties agree that the sole remedy for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be
such liquidated damages. 


        All
of the Company's and the Guarantor's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such Security ceases
to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(j)). 


        The
parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with
the provisions hereof. 


        SECTION
3. Registration Procedures. In connection with the registration obligations of the Company and the Guarantor under
Section 2 hereof, the Company and the Guarantor shall: 


        (a)    Subject
to section 3(h), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the
provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the
intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 


        (b)    As
promptly as reasonably practicable give notice to the Notice Holders and the Initial Purchaser (i) when any Prospectus, Prospectus supplement, Registration
Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment,
when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company or the Guarantor shall be required pursuant to this clause (v) in the event that the Company
and the Guarantor either promptly file a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by
reference into the Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no longer
containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (vi) of the determination by the
Company and the Guarantor that a post-effective 


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amendment
to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company and the Guarantor (or as required pursuant to Section 3(h)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall apply. 


        (c)    Use
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible
moment or, if a Deferral Period is in effect, at the earliest possible moment after the Deferral Period. 



        (d)    If
reasonably requested by the Initial Purchaser or any Notice Holder, as promptly as reasonably practicable incorporate in a Prospectus supplement or
post-effective amendment to a Registration Statement such information as the Initial Purchaser or such Notice Holder shall, on the basis of an opinion of nationally-recognized counsel
experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment;  provided that
the Company and the Guarantor shall not be required to take any actions under this Section 3(d) that are not, in the reasonable
opinion of counsel for the Company and the Guarantor, in compliance with applicable law or to include the disclosure which at the time would have an adverse effect on the business or operations of the
Company, the Guarantor and/or their respective Subsidiaries, as determined in good faith by the Company and the Guarantor. 


        (e)    As
promptly as reasonably practicable furnish to each Notice Holder and the Initial Purchaser, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including financial statements, but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits (unless requested in writing to the Company by such Notice Holder or the Initial Purchaser, as the case may be). 



        (f)    During
the Effectiveness Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to a Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder
may reasonably request; and the Company and the Guarantor hereby consent (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or
each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in
the manner set forth therein. 


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        (g)    Subject to Section 3(h), prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable
efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in
the Notice and Questionnaire) it being agreed that no such registration or qualification will be made unless so requested; prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice
Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary to enable the disposition in
such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided
that neither the Company nor the Guarantor will be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise qualified but for
this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 


        (h)    Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which
any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the discretion of the Company and the Guarantor,
makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the next sentence, as
promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the next sentence, use reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders that the availability of the Shelf Registration Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees to suspend the use of the
Prospectus and not to sell any Registrable Securities pursuant to the Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in
clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus. The Company and the Guarantor will use all reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of
clause (A) above, as promptly as reasonably practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company and the Guarantor, public disclosure
of such Material Event would not be prejudicial to or contrary to the interests of the Company or the 


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Guarantor
or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (C) above, as soon as, in the discretion of
the Company and the Guarantor, such suspension is no longer appropriate. The period during which the availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period")
shall, without the Company and the Guarantor incurring any obligation to pay liquidated damages pursuant to Section 2(e), not exceed sixty (60) days in any three (3) month period
or ninety (90) days in any twelve (12) month period. 


        (i)    If
reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for
inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities and any broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and properties of the Company, the Guarantor and their respective subsidiaries,
and cause the appropriate executive officers, directors and designated employees of the Company, the Guarantor and their respective subsidiaries to make reasonably available for inspection during
normal business hours all relevant information reasonably requested by such representative for the Notice Holders or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall first agree in writing
with the Company or the Guarantor, as the case may be, that any information that is reasonably designated by the Company or the Guarantor, as the case may be, in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement and such person shall comply with applicable
securities laws, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any
Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or
(iv) such information becomes available to any such person from a source other than the Company or the Guarantor, as the case may be, and such source is not bound by a confidentiality agreement
or fiduciary obligations; and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. 


        (j)    Comply
with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 90 days after the end of the
first 12-month period constituting a fiscal year commencing on the first day of the first fiscal quarter of the first fiscal year of the Company commencing after the effective date of a
Registration Statement, which statements shall cover said 12-month periods. 


        (k)    Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration
Statement, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least two
Business Days prior to any sale of such Registrable Securities. 



        (l)    Provide
a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide
the Trustee for the Debentures and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 


9





 



        (m)    Make
reasonable effort to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc. 


        (n)    Enter
into such customary agreements and take all such other reasonable necessary actions in connection therewith (including those reasonably requested by the holders of
a majority of the Registrable Securities being sold) in order to expedite or facilitate the registration or the disposition of such Registrable Securities;  provided that neither the Company nor the
Guarantor shall be required to take any action in connection with an underwritten offering without its
consent; and 


        (o)    Cause
the Indenture to be qualified under the TIA not later than the effective date of any Registration Statement; and in connection therewith, cooperate with the
Trustee to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use reasonable efforts to cause the
Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner. 


        SECTION
4.    Holder's Obligations.    Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the
Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees to notify the Company within 10 business days of request, of the amount of Registrable Securities
sold pursuant to the Registration Statement and, in the absence of a response, the Company and the Guarantor may assume that all of the Holder's Registrable Securities were so sold. 


        In
addition, each Holder agrees that: 



        (a)    upon
receipt of a Deferral Notice, it will keep the fact of such notice confidential, forthwith discontinue disposition of its Registrable Securities pursuant to the
Registration Statement, and will not deliver any Prospectus forming part thereof until receipt of the amended or supplemented Registration Statement or Prospectus, as applicable, or until it is
advised in writing by the Company that the Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such
Prospectus; 


        (b)    if
so directed by the Company in the Deferral Notice, it will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in its
possession, of the Prospectus; and 


        (c)    the
sale of the Registrable Securities pursuant to a Registration Statement shall only be made in the manner set forth in such currently effective Registration
Statement. 




        SECTION
5.    Registration Expenses.    The Company shall bear all fees and expenses incurred in connection with the
performance by the Company and the Guarantor of their obligations under Sections 2 and 3 of this Agreement whether or not any of the Registration Statements are declared effective. Such fees and
expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with
the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws to the extent such filings or compliance are required
pursuant to this Agreement 


10





 

(including
fees and expenses of the Company's and the Guarantor's counsel)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder,
(iv) fees and disbursements of counsel for the Company and the Guarantor in connection with the Shelf Registration Statement, and (v) reasonable fees and disbursements of the Trustee and
its counsel and of the registrar and transfer agent for the Common Stock. In addition, the Company and the Guarantor shall pay their respective internal expenses (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting duties) and their respective expenses for any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange on which the same securities of the Company or the Guarantor, as the case may be, are then listed and the fees and expenses of any person,
including special experts, retained by the Company or the Guarantor, as the case may be. 


        SECTION
6.    Indemnification; Contribution.



        (a)    The
Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless the Initial Purchaser and each holder of Registrable Securities and each
person, if any, who controls the Initial Purchaser or any holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, as follows: 



          (i)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 


         (ii)  against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Company; and 


        (iii)  against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Initial Purchaser), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 





provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser, such holder of
Registrable Securities (which also acknowledges the indemnity provisions herein) or any person, if any, who controls the Initial Purchaser or any such holder of Registrable Securities expressly for
use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided
further that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of Registrable Securities
occurring during a Deferral Period, if a 


11





 

Deferral
Notice was given to such Notice Holder in accordance with Section 8(b), or (2) if the Holder fails to deliver at or prior to the written confirmation of sale, the most recent
Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material
fact. 



        (b)   In
connection with any Shelf Registration in which a holder, including, without limitation, the Initial Purchaser, of Registrable Securities is participating, in
furnishing information relating to such holder of Registrable Securities to the Company in writing expressly for use in such Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable Securities agree, severally and not jointly, to indemnify and hold harmless the Initial Purchaser and each person, if any, who
controls the Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the Company, the Guarantor and each person, if any, who
controls the Company or the Guarantor within the meaning of either such
Section, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls any such holder of Registrable Securities expressly for use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto). 


        The
Initial Purchaser agrees to indemnify and hold harmless the Company, the Guarantor, the holders of Registrable Securities, and each person, if any, who controls the Company, the
Guarantor or any holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company or the Guarantor by the Initial Purchaser expressly for use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto). 



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        (c)   Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified
party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local
counsel), whose fees must be reasonable, for the Initial Purchaser, Holders of Registrable Securities, and all persons, if any, who control the Initial Purchaser or Holders of Registrable Securities
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, collectively (b) the fees and expenses of more than one separate firm (in addition
to any local counsel), whose fees must be reasonable, for the Company and the Guarantor, and each person, if any, who controls the Company or the Guarantor within the meaning of either such Section,
and that all fees and expenses payable under (a) and (b) above shall be reimbursed as they are incurred. In the case of any such separate firm for the Initial Purchaser, Holders of
Registrable Securities, and control persons of the Initial Purchaser and Holders of Registrable Securities, such firm shall be designated in writing by the Initial Purchaser. In the case of any such
separate firm for the Company and the Guarantor, and control persons of the Company and the Guarantor, such firm shall be designated in writing by the Company and the Guarantor. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final non-appealable judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


        (d)   If
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date
of such settlement. Notwithstanding the immediately preceding 



13





 




sentence,
if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable
for any settlement of the nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party (1) reimburses such indemnified party in accordance with
such request to the extent it considers such request to be reasonable and (2) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case
prior to the date of such settlement. 


        (e)   If
the indemnification to which an indemnified party is entitled under this Section 6 is for any reason unavailable to or insufficient although applicable in
accordance with its terms to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations. 




        The
relative fault of the Company and the Guarantor on the one hand and the holders of the Registrable Securities or the Initial Purchaser on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the
Company and the Guarantor or by the holder of the Registrable Securities or the Initial Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. 


        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to above in this Section 6(e). The aggregate amount of losses, liabilities, claims, damages, and expenses
incurred by an indemnified party and referred to above in this Section 6(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 


        Notwithstanding
the provisions of this Section 6, neither the holder of any Registrable Securities nor the Initial Purchaser, shall be required to indemnify or contribute any
amount in excess of the amount by which the total price at which the Registrable Securities sold by such holder of Registrable Securities or by the Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any damages that such holder of Registrable Securities or the Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. 


        No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. 


        For
purposes of this Section 6(e), each person, if any, who controls the Initial Purchaser or any holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of 


14





 



the
Exchange Act shall have the same rights to contribution as the Initial Purchaser or such holder, and each person, if any, who controls the Company or the Guarantor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company or the Guarantor. 


        SECTION
7.    Information Requirements.    Each of the Company and the Guarantor covenants that, if at any time before
the end of the Effectiveness Period the Company or the Guarantor is not subject to the reporting requirements of the Exchange Act, the Company or the Guarantor will cooperate with any Holder of
Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. 



        SECTION
8.    Miscellaneous, No Conflicting Agreements.    Except for such agreements that will be waived or amended
prior to the filing of the Registration Statement, neither the Company nor the Guarantor is as of the date hereof, a party to, nor shall either, on or after the date of this Agreement, enter into any
agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. Except for such agreements that will be waived or amended
prior to the filing of the Registration Statement, each of the Company and the Guarantor represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not in
any
way conflict with the rights granted to the holders of its other issued and outstanding securities under any other agreements. 



        (a)   Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the Guarantor have obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of
outstanding shares of Underlying Common Stock into which such Debentures are or would be convertible or exchangeable as of the date on which such consent is requested). Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(a), whether or
not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. 


        (b)   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being 



15





 




deposited
with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 



        (v)   if
to a Holder of Registrable Securities that is not a Notice Holder, at the address for such Holder then appearing in the Registrar (as defined in the Indenture); 



        (w)  if
to a Notice Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto, 


        (x)   if
to the Company, to: 




Carnival
Corporation

3655 N.W. 87th Avenue

Miami, FL 33178-2428

Attention: Arnaldo Perez, Esq., General Counsel

Telecopier No.: (305) 599-2600 


with
a copy to: 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, N.Y. 10019

Attention: John C. Kennedy, Esq.

Telecopier No.: (212) 373-2042 





        (y)   if
to the Guarantor, to: 




Carnival
plc

3655 N.W. 87th Avenue

Miami, FL 33178-2428

Attention: Arnaldo Perez, Esq., General Counsel

Telecopier No.: (305) 599-2600 


with
a copy to: 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, N.Y. 10019

Attention: John C. Kennedy, Esq.

Telecopier No.: (212) 373-2042 


and 





        (z)   if
to the Initial Purchaser, to: 




Merrill
Lynch & Co.,

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

4 World Financial Center

New York, New York 10080

Attention: Mark Hagan

Telecopy No.: (212) 449-9143 







or
to such other address as such person may have furnished to the other persons identified in this Section 8(b) in writing in accordance herewith. 



        (c)   Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the 



16





 

Company,
the Guarantor or their respective affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchaser or subsequent Holders of Registrable
Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage. 


        (d)   Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchaser shall be deemed,
for purposes of this Agreement, to be an assignee of the Initial Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall
inure to the benefit of and be binding upon each Holder of any Registrable Securities. 


        (e)   Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement. 



        (f)    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. 


        (g)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 


        (h)   Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated
thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 


        (i)    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to
be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company and
the Guarantor with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or
referred to herein, with respect to the registration rights granted by the Company and the Guarantor with respect to the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties solely with respect to such registration rights. 


        (j)    Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the
Effectiveness Period, except for any liabilities or obligations under Sections 4, 5 or 6 hereof and the obligations to make payments of and provide for Liquidated Damages under Section 2(e)
hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 



17





 

        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. 



	 	 	CARNIVAL CORPORATION
	

 	
 	

By:	

/s/  GERALD CAHILL      
 Name: Gerald Cahill

Title:
	

 	
 	
CARNIVAL PLC
	

 	
 	

By:	

/s/  GERALD CAHILL      
 Name: Gerald Cahill

Title:





Accepted
as of the date

first above written: 


MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH

                          INCORPORATED  



	 
	 
	 	 

	By:	/s/  MARK E. HAGAN      	 	 
	 	
	 	 
	Authorized Signatory	 	 




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QuickLinks



EXHIBIT 4.14


REGISTRATION RIGHTS AGREEMENT