Exhibit 10.2
	 
	Dated 26 July 2007
	

	 
	

	 
	AMENDMENT AGREEMENT

      in respect of a Facilities Agreement dated

      21 October 2005 for

      US$1,200,000,000

€400,000,000

£200,000,000

    Multicurrency Revolving Facilities
	 
	

	 
	



	











	Contents
	 


	Clause		Page	 
	  
	1	Interpretation and definitions	2	 
	  
	2	Amendments to the Principal Agreement	3	 
	  
	3	Guarantors’ Confirmation	3	 
	  
	4	Representations	3	 
	  
	5	Incorporation of Terms	3	 
	  
	6	Miscellaneous	4	 
	  
	7	Governing Law	4	 
	  
	Schedule 1 Conditions Precedent	5	 
	  
	Schedule 2 Amendments to the Principal Agreement	7	 
	  
	Signatories	38	 


	











	
THIS AMENDMENT AGREEMENT  is dated 26 July 2007 and made BETWEEN:

	 


	(1)	CARNIVAL PLC (a company organised and existing under the laws of England with registered number 04039524) (“Carnival plc”);

		 

	(2)	CARNIVAL CORPORATION (a corporation organised and existing under the laws of The Republic of Panama) (the “Company”);

		 

	(3)	THE SUBSIDIARIES OF THE COMPANY and of CARNIVAL PLC listed in Part 1 of Schedule 1 of the Principal Agreement (as defined below) (together with the
  Company, and Carnival plc and Societa di Crociere Mercurio S.r.l., the “Borrowers”);

		 

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

		 

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

	 	 

	(6)	THE ROYAL BANK OF SCOTLAND PLC as facilities agent (the “Facilities Agent”); 

	 	 



	(7)	The financial institutions listed in Parts 2 and 4 of Schedule 1 of the Principal Agreement (each a “Lender” and collectively the “Lenders”); and

		 

	(8)	The financial institutions listed in Part 5 of Schedule 1 of the Principal Agreement (the “Fronting Banks”).



	 
	
WHEREAS:

	 


	(A)	Carnival plc, the Company, the Facilities Agent, the Arrangers, the Lenders, the Fronting Banks and
  the Original Borrowers have entered into the “Principal Agreement” on 21 October 2005 (as defined below).

		 

	(B)	The Termination Date of the Principal Agreement has been extended to 21 October 2011 pursuant to clause
  4.2.1(a) of the Principal Agreement.

		 

	(C)	Societa di Crociere Mercurio S.r.l. acceded to the Principal Agreement as an Additional Borrower
  by way of an Accession Letter dated 22 March 2007.

		 

	(D)	The Parties wish to amend the Principal Agreement to the extent set out in this Amendment Agreement
  to provide for, inter alia, the accession of Additional Borrowers incorporated in Spain.



	

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NOW IT IS AGREED as follows:

	 


	1	Interpretation and definitions
		 
	1.1	Definitions in Principal Agreement
		 


		(a)	Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions
  defined in the Principal Agreement shall have the same meanings when used in this Amendment Agreement.


			 

		(b)	The principles of construction set out in the Principal Agreement shall have effect as if set out in
  this Amendment Agreement.

		 	 


	1.2	Interpretation of Principal Agreement
	 	 
	 	References in the Principal Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references
  to the Principal Agreement as amended by this Amendment Agreement.

	 	 


	1.3	Third party rights
	 	 
	 	No term of this Amendment Agreement is enforceable under the Contracts (Rights of Third Parties) Act
  1999 by any person who is not a party to this Amendment Agreement.



	 	 
	1.4	Definitions
	 	 
	 	“Effective Date” means the date on which the Facilities Agent confirms to the Lenders and the Company that it
  has received each of the documents and consents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Facilities Agent; and

		 
	 	“Principal Agreement” means the facilities agreement for USD$1,200,000,000, €400,000,000 and £200,000,000
  multicurrency revolving facilities dated 21 October 2005 made between Carnival plc, Carnival Corporation,
  the companies listed in Part 1 of Schedule 1 of such agreement as borrowers, The Royal Bank of Scotland
  plc as facilities agent, 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 and
  the financial institutions listed in Parts 2 and 4 of Schedule 1 of such agreement as lenders
  and the financial institutions listed in Part 5 of Schedule 1 of such agreement as fronting banks,
  and acceded to by Societa di Crociere Mercurio S.r.l. as an Additional Borrower by way of an
  Accession Letter dated 22 March 2007.



	

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	1.5	Designation
	 	 
	 	In accordance with the Principal Agreement, each of the Company and the Facilities Agent designate
  this Amendment Agreement as a Finance Document.

		 


	2	Amendments to the Principal Agreement
		 


	 	The Parties agree that, with effect from the Effective Date, the Principal Agreement shall be amended
  as set out in Schedule 2 (Amendments to the Principal Agreement).

		 


	3	Guarantors’ Confirmation 
		 


	 	Each Guarantor agrees and confirms for the benefit of the Finance Parties that its guarantee given
  under clause 22 (Guarantee and indemnity) of the Principal Agreement, shall remain legal, valid, binding and enforceable and continue in full
  force and effect notwithstanding the amendment to the Principal Agreement contained herein and the
  designation of any new document as a Finance Document or any additions, amendments, substitution
  or supplements of or to the Finance Documents and the imposition of any amended, new or more onerous
  obligations under the Finance Documents in relation to any Obligor and clause 22 (Guarantee and indemnity) of the Principal Agreement extend to any new obligations assumed by any Borrower and each Guarantor’s
  respective Deed of Guarantee extends to any new obligations assumed by the relevant Obligor specified
  therein under any amended or new Finance Document. 

		 


	4	Representations
		 


	 	The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and
  circumstances then existing) on:

		 


		(a)	the date of this Amendment Agreement; and
			 
		(b)	the Effective Date.
			 


	5	Incorporation of Terms
		 


	 	The provisions of Clause 37 (Partial invalidity), Clause 35 (Notices), Clause 38 (Remedies and Waivers) and Clause 42 (Enforcement) of the Principal Agreement shall be incorporated into this Amendment Agreement as if set out in full
  in this Amendment Agreement and as if references in those clauses to “this Agreement” or
“the Finance Documents” are references this Amendment Agreement.



	

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	6	Miscellaneous


	 	 
	6.1	Continuation of Principal Agreement
	 	 
	 	Save as amended by this Amendment Agreement, the terms and conditions of the Principal Agreement remain
  unaltered and shall continue in full force and effect. The Principal Agreement and this Amendment
  Agreement shall be read and construed as one instrument.

	 	 
	6.2	Counterparts
	 	 


	 	This Amendment Agreement may be executed in any number of counterparts and by the different parties
  on separate counterparts, each of which when so executed and delivered shall be an original but all
  counterparts shall together constitute one and the same instrument.



	 	 
	6.3	Further assurance
	 	 
	 	Each Obligor shall, at the request of the Facilities Agent and at its own expense, do all such acts
  and things reasonably necessary or desirable to give effect to the amendments effected or to be effected
  pursuant to this Amendment Agreement.

		 


	7	Governing Law
		 


	 	This Amendment Agreement shall be construed in accordance with and governed by English law. 

		 
	 	This Amendment Agreement has been entered into on the date stated at the beginning of this Amendment
  Agreement.



	

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Schedule 1

  
Conditions Precedent


	 


	1	Obligors
		 	 
		(a)	A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory
  of each relevant Obligor certifying that the constitutional documents previously delivered to the
  Facilities Agent for the purposes of the Principal Agreement have not been amended and remain in
  full force and effect.

			 
		(b)	A copy of a resolution of the board of directors of each Obligor (and/or executive committees thereof
  and if required by its existing by-laws, a copy of the resolution of the meeting of the Shareholders
  of each of Costa Crociere S.p.A. and Societa di Crociere Mercurio S.r.l.):

			 


		(i)	approving the terms of, and the transactions contemplated by, this Amendment Agreement and resolving
  that it execute this Amendment Agreement; 

			 
		(ii)	authorising a specified person or persons to execute this Amendment Agreement on its behalf,

			 
			or a certificate of an authorised signatory of each relevant Obligor certifying that the resolutions of the board of directors of the relevant Obligor (and/or executive Committees thereof) which were passed in relation to the Principal Agreement and any amendments thereto have not been amended or revoked and remain in full force and effect, and are sufficient for approving the terms of, and the transactions contemplated by, and authorising the execution of this Amendment Agreement.

			 


		(c)	A specimen of the signature of each person who executes the Amendment Agreement and who is authorised
  by the resolution referred to in paragraph (b) above.

			 
		(d)	A certificate of an authorised signatory of the relevant Obligor certifying that each copy document
  relating to it specified in this Schedule 1 is correct, complete and in full force and effect as
  at a date no earlier than the date of this Amendment Agreement.

			 
		(e)	A legal opinion of Clifford Chance LLP, English law legal advisers to the Arrangers and the Facilities
  Agent, addressed to the Finance Parties.

			 
		(f)	A certificate of registration (certificato di iscrizione) of each of Costa Crociere S.p.A. and Societa di Crociere Mercurio S.r.l. with the relevant Companies
  Register dated not earlier than 5 Business Days prior to the date of this Amendment Agreement, confirming
  that no 



	

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	 	insolvency procedures have been started in relation to, respectively, Costa Crociere S.p.A. and Societa di Crociere Mercurio S.r.l.

		 


		(g)	A confirmation, executed as a deed, by Carnival plc of its Deed of Guarantee.

			 
		(h)	A confirmation, executed as a deed, by the Company of its Deed of Guarantee.

			 
		(i)	A legal opinion of Tapia, Linares y Alfaro, Panama law legal advisers, addressed to the Finance Parties.

			 
		(j)	A legal opinion of Clifford Chance LLP, New York State law legal advisers addressed to the Finance
  Parties.

			 
		(k)	A legal opinion of Perkins Coie LLP, Washington State law legal advisers, addressed to the Finance
  Parties.

			 
		(l)	A legal opinion of Clifford Chance Studio Legale Associato, Italian law legal advisers, addressed to
  the Finance Parties.



	

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Schedule 2

  
Amendments to the Principal Agreement



	 
	All references in this Schedule to a “Clause”, “Paragraph” or “Schedule” are references to that clause, paragraph or schedule, as the case may be, in the Principal Agreement as in effect immediately prior to the Effective Date.

	 


	1	On the front page of the Principal Agreement the words “SANPAOLO IMI S.p.A.” shall be deleted
  and replaced by the words “Intesa SANPAOLO S.p.A.”. 

		 
	2	In Recital 5 of the Principal Agreement the words “SANPAOLO IMI S.p.A.” shall be deleted
  and replaced by the words “Intesa SANPAOLO S.p.A.1” and the following footnote shall be
  inserted at the foot of the page:

		 
	 	“This is the surviving entity following the merger of SANPAOLO IMI S.p.A. and Banco Intesa S.p.A.”

		 
	3	All references in the Principal Agreement, except those in Schedule 12, to “Princess Cruise &
  Tours, Inc.” shall be deleted and replaced by references to “Princess Cruises and Tours,
  Inc.”

	 	 
	4	In Clause 1.1 the following definitions shall be added in alphabetical order:

	 	 


	 	“Available Swingline Tranche D Commitment” of a Swingline Lender under Tranche D means (but without limiting clause 8.6 (Relationship with
  the Facilities)) that Lender’s Swingline Tranche D Commitment minus:

		 


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

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

			 


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

		 
	 	“Available Swingline Tranche D Facility” means the aggregate for the time being of each Swingline Lender’s Available Swingline Tranche
  D Commitment.

		 
	 	“Available Tranche D Commitment ” of a Lender means that Lender’s Tranche D Commitment minus:



	

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

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

			 


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

		 
	 	“Available Tranche D Facility” means the aggregate for the time being of each Lender’s Available Tranche D Commitment.

		 
	 	“First Amendment Agreement” means an agreement dated 26 March 2007 between the Parties to this Agreement at that time, by
  which this Agreement was amended.

		 
	 	“ITA 2007” means the Income Tax Act 2007.

		 
	 	“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor (other than the Company, Costa
  Crociere S.p.A., Societa di Crociere Mercurio S.r.l. and any other Obligor incorporated in Italy)
  in relation to the Finance Documents pursuant to clause 2.3 (Obligors’ Agent).

		 
	 	“Overall Tranche D Commitment” of a Lender means:
		 


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

			 


	 	“Spanish Borrower” means each Borrower resident for tax purposes in Spain.
		 
	 	“Spanish Insolvency Law” means Law 22/2003 of 9 July 2003.
		 
	 	“Swingline Tranche D Commitment” means:
		 


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

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



	

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

			 


	 	“Total Swingline Tranche D Commitments” means, at any time, the aggregate of the Swingline Tranche D Commitments of all the Swingline
  Lenders under Tranche D at that time.

		 
	 	“Total Tranche D Commitments” means, at any time, the aggregate of the Tranche D Commitments of all the Lenders at that time.

		 
	 	“Tranche D” means the facility made available by the Lenders to the Borrowers under clause 2.1.1(d).

		 
	 	“Tranche D Commitment” means:
		 


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

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

			 


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

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

	 	 


	5	In Clause 1.1, the following definitions shall be amended as follows:

	 	 
	5.1	In the definition of Approved Jurisdiction the word “Spain” shall be inserted in sub-paragraph
  (c) and the subsequent numbering altered accordingly.

		 
	5.2	In the definition of Base Currency the words “and Tranche D” shall be added after the words
“Tranche A” in sub-paragraph (a).

	 	 
	5.3	In the definition of Commitment: 
	 	 


		(a)	the word “and” shall be deleted from the end of sub-paragraph (b); 
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:


	

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	 	“Tranche D Commitment”. 
		 


	5.4	In the definition of Finance Document the words “the First Amendment Agreement” shall be
  inserted at sub-paragraph (c) and the subsequent numbering altered accordingly.

	 	 
	5.5	In the definition of Increased Cost:
	 	 


		(a)	the words “and/or” shall be deleted and replaced with a comma; and

			 
		(b)	the words “and/or Tranche D Commitment” shall be inserted after the words “Tranche C


  Commitment”.

			 


	5.6	In the definition of Screen Rate the word “Telerate” shall be deleted and replaced with the
  word “Reuters”.

	 	 
	5.7	In the definition of Termination Date:
	 	 


		(a)	the words “each Tranche” shall be deleted and replaced by the words “Tranche A, Tranche
  B and Tranche C”; and

			 
		(b)	the word “as” shall be deleted and replaced with the words “and in relation to Tranche
  D means 21 October 2011, as each such date”.

		 	 
	5.8	In the definition of Total Commitments: 
		 	 


		(a)	the word “and” shall be deleted at the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 
			“the Total Tranche D Commitments”.
			 
		
	5.9	In the definition of Tranche: 
		


		 	 
		(a)	the word “or” shall be deleted from the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; or”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows: 
			 
			“Tranche D”.


	

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	5.10	In the definition of Tranche C Commitment the words “transferred by it” shall be replaced
  by the words “transferred to it” in sub-paragraph (b).

	 	 
	5.11	In the definition of US Dollar, USD and $US, “$US” shall be replaced by “US$”.

	 	 
	5.12	The definition of VAT shall be deleted and replaced with the following definition:

	 	 


	 	““VAT” means valued added tax as provided for in the Council Directive 2006/112/EC of 28 November 2006
  on the common system of the valued added tax and any EU Member State legislation on this tax, including
  the UK Valued Tax Act 1994 on Spanish Law 37/1992 of 28 December or any regulations promulgated thereunder,
  as well as any other tax of a similar nature.”

	 	 
	6	In clause 1.2.8:
	 	 


		(a)	the word “and” shall be deleted at the end of sub-paragraph (a);
			 
		(b)	in sub-paragraph (b) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (c) shall be inserted as follows:
			 


	 	“Notwithstanding anything to the contrary in this Agreement, references to a Commitment of “Bank
  of America, N.A./Banc of America Securities Limited” (together, the “Bank of America Entities”)
  in relation to Tranche D shall be construed as references to the aggregate Commitment of Bank of
  America, N.A. and Banc of America Securities Limited in relation to Tranche D (as allocated between
  the Bank of America Entities in such proportions and such amounts as Bank of America, N.A. may notify
  the Facilities Agent from time to time). Any reference to a Commitment or obligation of Banc of America
  Securities Limited as Lender shall be construed solely as being an obligation to procure that any
  appropriately authorised and located entity (being a Bank of America Entity) perform such obligation
  and any Spanish Borrower (and any other Borrower notified by Bank of America, N.A. to the Facilities
  Agent for such purpose) shall only be obliged to repay the Bank of America Entity which has made
  available the relevant Loan under its Tranche D Commitment”.

	 	 


	7	In clause 2.1.1: 
		 	 
		(a)	the word “three (3)” shall be replaced with the word “four (4)”;
			 
		(b)	the word “and” from the end of sub-paragraph (b) shall be deleted;
			 
		(c)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and



	

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		(d)	a new sub-paragraph (d) shall be inserted as follows:
			 
			“A US Dollar facility in an aggregate amount equal to the Total Tranche D Commitments.”

			 
	8	In clause 2.1.2 the following words shall be inserted at the end of the clause:
			 


	 	“unless such Lender has ceased to be a Qualifying Lender by reason of any change after the date
  it became a Lender under the Agreement in (or in the interpretation, administration, or application
  of) any law or double taxation agreement or any published practice or concession of any relevant
  tax authority.”



		 
	9	New clauses 2.1.4, 2.1.5 and 2.1.6 shall be added as follows:
		 
		“2.1.4   Each Lender under Tranche D which lends to Spanish Borrowers must be a
  Qualifying Lender (as defined in clause 17.16) unless such Lender has ceased to be a Qualifying Lender
  by reason of any change after the later of the date on which it became a Lender under this Agreement
  and the date of the First Amendment Agreement in (or in the interpretation, administration, or application
  of) any law or double taxation agreement or any published practice or concession of any relevant
  taxing authority.

		 


		2.1.5	If a Borrower is a Spanish Borrower, that Borrower may only request a Loan under Tranche D.

			 
		2.1.6	A Spanish Borrower may not request or receive a Swingline Loan.”


	 	 
	10	A new clause 2.3 shall be added as follows:
		 


		“2.3	Obligors’ Agent
		 	 
		2.3.1	Each Obligor (other than the Company, Costa Crociere S.p.A., Societa di Crociere Mercurio S.r.l.
  and any other Obligor incorporated in Italy) by its execution of this Agreement or an Accession Letter
  irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents
  and irrevocably authorises:

			 


		(a)	the Company on its behalf to supply all information concerning itself contemplated by this Agreement
  to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower,
  Utilisation Requests), to execute on its behalf any Accession Letter, to make such agreements and
  to effect the relevant amendments, supplements and variations capable of being given, made or effected
  by any Obligor notwithstanding that they may affect the Obligor, without further reference to or
  the consent of that Obligor; and

			 
		(b)	each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the
  Finance Documents to the Company,



	

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	 	and in each case the Obligor shall be bound as though the Obligor itself had given the notices and
  instructions (including without limitation, any Utilisation Requests) or executed or made the agreements
  or effected the amendments, supplements or variations, or received the relevant notice, demand or
  other communication.

		 


		2.3.2	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation,
  notice or other communication given or made by the Obligors’ Agent or given to the Obligors’
  Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document
  (whether or not known to any other Obligor and whether occurring before or after such Obligor became
  an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that
  Obligor had expressly made, given or concurred with it. In the event of any conflict between any
  notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.”



		 	 
	11	In clause 4.2.1(b):
		 	 
		(a)	the words “and/or” shall be deleted and replaced by a comma; and
			 
		(b)	the words “and/or Tranche D Commitments” shall be inserted after the words “Tranche
  C Commitments”.



		 	 
	12	In clause 4.2.1(c):
		 	 
		(a)	The first occurrence of the words “and/or” shall be deleted and replaced by a comma; and

			 
		(b)	the words “and/or Tranche D Commitments” shall be inserted after the words “Tranche

C Commitments”. 



		 	 
	13	In the first paragraph of clause 4.2.6:
		 	 
		(a)	The first occurrence of the words and/or” shall be deleted and replaced by a comma; and

			 
		(b)	the words “and/or Tranche D Commitments” shall be inserted after the words “Tranche

C Commitments”. 



		 	 
	14	In clause 4.2.6(a):
		 	 
		(a)	the word “or” shall be deleted from the third line and replaced by a comma; and

			 
		(b)	the words “or Tranche D Commitment” shall be inserted after “Tranche C Commitment”.



		 	 
	15	In clause 4.2.6(b):
		 	 
		(a)	each occurrence of the words “and/or” shall be deleted and replaced by a comma; and



	

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		(b)	the words “and/or Tranche D Commitment” shall be inserted after each occurrence of the words
“Tranche C Commitment”.



	 	 
	16	Clause 4.2.7 shall be deleted and replaced by the following:
	 	 
	 	“No Lender is under any obligation to extend the Termination Date applicable to its Tranche A
  Commitment, Tranche B Commitment, Tranche C Commitment and/or Tranche D Commitment. No Termination
  Date for Tranche A Commitment, Tranche B Commitment or Tranche C Commitment may be extended more
  than twice or beyond the seventh (7th) anniversary of the Signing Date. The Termination Date for
  Tranche D may not be extended more than once and not beyond the seventh (7th) anniversary of the
  Signing Date.”

	 	 
	17	In clause 5.3.2(a):
	 	 


		(a)	in sub-paragraph (i) “$” shall be deleted and shall be reinserted after “US”; 
			 
		(b)	the word “or” shall be deleted at the end of sub-paragraph (ii);
			 
		(c)	in sub-paragraph (iii) the word “or” shall be inserted at the end of the sub-paragraph; and
			 
		(d)	a new sub-paragraph (iv) shall be inserted as follows:
			 


	 	“in respect of Tranche D, a minimum of US$20,000,000 or, if less, the Available Tranche D Facility;”



		 	 
	18	In clause 5.3.2(b):
		 	 
		(a)	in sub-paragraph (i) “$” shall be deleted and shall be reinserted after “US”; 
			 
		(b)	the word “or” shall be deleted at the end of sub-paragraph (ii);
			 
		(c)	in sub-paragraph (iii) the word “or” shall be inserted at the end of the sub-paragraph; and

			 
		(d)	a new sub-paragraph (iv) shall be inserted as follows:
			 


	 	“in respect of Tranche D, a minimum of US$20,000,000 or, if less, the Available Tranche D Facility
  (where the amount of the proposed Loan Utilisation is converted into US Dollars at the Facilities
  Agent’s Spot Rate of Exchange on the date of the Loan Utilisation Request); and”.



		 	 
	19	In clause 5.4.4:
		 	 
		(a)	the word “and” should be deleted at the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”



	

14









		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


	 	“each Loan Utilisation under Tranche D will be equal to the proportion which its Available Tranche
  D Commitment bears to the Available Tranche D Facility immediately prior to making the Loan Utilisation.”

	 	 
	20	In clause 7.1.2(d):
	 	 


		(a)	the words “, or Tranche D, as the case may be” shall be inserted after the first occurrence
  of the word “Tranche B”; and

			 
		(b)	the words “or Available Tranche D Facility as the case may be” shall be inserted after the
  words “Tranche B Facility”.

			 


	21	In clause 7.2.2 each occurrence of the figure “500” shall be replaced with the figure “600”;
		 
	22	In clause 8.1.1(e) the words “and Tranche D” shall be inserted after the words “Tranche
A”;
	 	 
	23	In clause 8.2.2:
	 	 


		(a)	the word “or” shall be deleted at the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the comma at the end of the sub-paragraph be replaced by “; or”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


	 	“The address in New York City notified by the Facilities Agent for this purpose (in the case of
  Tranche D).”



		 	 
	24	In clause 8.4.2:
		 	 
		(a)	in sub-paragraph (a) “$” shall be deleted and shall be reinserted after the words US;

			 
		(b)	the word “or” shall be deleted at the end of sub-paragraph (b);
			 
		(c)	in sub-paragraph (c) the word “or” shall be inserted at the end of the sub-paragraph; and
  a new sub-paragraph (d) shall be inserted as follows:

			 


	 	“Tranche D, a minimum of US$10,000,000 or, if less the Available Swingline Tranche D Facility
  and not more than the lesser of the Available Swingline Tranche D Facility and the Available Tranche
  D Facility.”

		 


	25	In clause 8.5.1 the words “and Tranche D” shall be inserted after the words “Tranche A”. 
	 	 	 
	26	In clause 8.5.3:


	

15









		(a)	the word “and” shall be deleted at the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


	 	“each Swingline Loan under Tranche D will be equal to the proportion which its Available Swingline
  Tranche D Commitment bears to the Available Swingline Tranche D Facility immediately prior to making
  the Swingline Loan.”



		 	 
	27	In clause 8.6.2:
		 	 
		(a)	the word “and” shall be deleted and replaced with a comma; and
			 
		(b)	the words “and Tranche D” shall be inserted after the words “Tranche C”.


		 	 
	28	In clause 8.6.3:
		 	 
		(a)	the word “and” shall be deleted at the end of sub-paragraph (b);
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


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



		 	 
	29	In 8.6.4:
		 	 
		(a)	in sub-paragraph (b) the word “and” shall be deleted at the end of the sub-paragraph;

			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:

			 


	 	“under Tranche D it would have exceeded its Overall Tranche D Commitment, the excess will be apportioned
  among the other Lenders participating in a relevant Loan under Tranche D pro rata according to their
  Tranche D Commitments.” 



		 	 
	30	In clause 9.1:
		 	 
		(a)	in sub-paragraph (b) the word “and” shall be deleted at the end of the sub-paragraph;



	

16









		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


	 	“the Swingline Lenders under Tranche D make available to the Borrowers a US Dollar swingline loan
  facility in an aggregate amount equal to the Total Swingline Tranche D Commitments.”



		 	 
	31	In clause 9.4.1:
		 	 
		(a)	in sub-paragraph (b) the word “and” shall be deleted at the end of the sub-paragraph;
			 
		(b)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and

			 
		(c)	a new sub-paragraph (d) shall be inserted as follows:
			 


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



	 	 
	32	In clause 9.6.1 a new sub-paragraph (d) shall be inserted as follows:
	 	 
	 	“For Swingline Loans under Tranche D, the higher of: 
		 


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

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



	 	 
	33	In clause 9.9 a new clause 9.9.4 shall be inserted as follows:
	 	 
	 	“Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times
  its Overall Tranche D Commitment is not less than:

		 


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



	

17









	34	In clause 10.3.1 (b) the words “(other than in respect of any Utilisation under Tranche D)”
  shall be inserted before the words “Australian Dollars”.

	 	 
	35	In clause 12.1.3(b):
	 	 


		(a)	the first occurrence of the word “and” shall be deleted after the words “Tranche B Commitment” and replaced by a comma; and

			 
		(b)	the words “and the Tranche D Commitment” shall be inserted after the words “the Tranche
  C Commitment”.



		 	 
	36	In clause 12.2.3(a):
		 	 
		(a)	the first occurrence of the word “and” shall be deleted after the words “Tranche B Commitments” and replaced by a comma; 

			 
		(b)	the words “and/or” shall be deleted;
			 
		(c)	the words “and the Total Tranche D Commitments” shall be inserted after the words “the
  Total Tranche C Commitments”; and

			 
		(d)	the words “and/or” shall be inserted at the end of the sub-paragraph.


		 	 
	37	In clause 12.3.2;
		 	 
		(a)	in sub-paragraph (a) the “$” shall be deleted and reinserted after the “US”;
			 
		(b)	In sub-paragraph (b) the word “and” shall be deleted at the end of the sub-paragraph;

			 
		(c)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”; and 

			 
		(d)	a new sub-paragraph (d) shall be inserted as follows
			 


	 	“in respect of Tranche D, in a minimum amount of US$5,000,000 (or its equivalent in any Optional
  Currency).”



		 	 
	38	In clause 12.4:
		 	 
		(a)	the word “and” shall be deleted after the words “Tranche B Commitment” and replaced
  by a comma; and

			 
		(b)	the words “and the Tranche D Commitment” shall be inserted after the word “the Tranche
  C Commitment.”

		 	 
	39	In clause 12.5.1:


	

18









		(a)	the words “and/or” shall be deleted and replaced by a comma; and
			 
		(b)	the words “and/or the Available Tranche D Facility” shall be inserted after the words “the
  Available Tranche C Facility.



		 	 
	40	In clause 12.5.2:
		 	 
		(a)	in sub-paragraph (a) the “$” shall be deleted and reinserted after “US”;
			 
		(b)	the word “and” shall be deleted at the end at the end of the sub-paragraph (b); and

			 
		(c)	in sub-paragraph (c) the full stop at the end of the sub-paragraph shall be deleted and replaced by “; and”;

			 
		(d)	a new sub-paragraph (d) shall be inserted as follows:
			 


	 	“the Available Tranche D Facility must be in a minimum amount of US$10,000,000.”.



		 	 
	41	In clause 12.5.3:
		 	 
		(a)	the word “and” shall be deleted after the words “Tranche B Facility” and replaced
  by a comma; and 

			 
		(b)	the words “and Available Tranche D Facility” shall be inserted after the words “Available
  Tranche C Facility”.



		 	 
	42	In clause 12.6.2(b):
		 	 
		(a)	the word “and” shall be deleted after the words “Tranche B Commitment” and replaced
  by a comma; and 

			 
		(b)	the words “and the Tranche D Commitment” shall be inserted after the words “ the Tranche
  C Commitment”.



		 	 
	43	In clause 12.7.6:
		 	 
		(a)	the word “or” shall be deleted and replaced by a comma; and
			 
		(b)	the words “Total Tranche D Commitments” shall be inserted after the words “Total Tranche
  C Commitments”.



		 	 
	44	In clause 16.1.2:
		 	 
		(a)	the word “and” shall be deleted from the third line and replaced by a comma; and 



	

19









		(b)	the words “and the Total Tranche D Commitments” shall be inserted after the words “the

Total Tranche C Commitments”.



		 	 
	45	The new clauses 17.1.4 and 17.1.5 shall be inserted as follows:
		 	 
		“17.1.4	Clauses 17.16 to 17.21 shall only apply in respect of payments by any Spanish Borrower.

			 
		17.1.5	Clauses 17.22 to 17.27 shall apply in respect of payments by any Obligor that does not fall within
  any of clauses 17.1.1, 17.1.2, 17.1.3 or 17.1.4.”



		 	 
	46	In clause 17.2, in paragraph (a) of the definition U.K. Lender:
		 	 
		(a)	the words “349 of the Taxes Act” shall be replaced by the words “879 ITA 2007”;
  and

			 
		(b)	the words “840A of the Taxes Act” shall be replaced by the words “991 ITA 2007”.

			 


	47	New clauses 17.16, 17.17, 17.18, 17.19, 17.20 and 17.21 shall be added as follows and the subsequent
  numbering altered accordingly:

		 
	 	“17.16  General
		 


	 	In clauses 17.16 to 17.20:
		 
	 	Non-Spanish Lender means a Lender resident for tax purposes outside Spain and which is:

		 


		(i)	resident in a member state of the European Union provided it does not obtain income from this transaction
  through a territory considered to be a tax haven for Spanish tax purposes (as currently set out in
  Royal Decree 1080/1991, of 5 July) nor operates, through a permanent establishment located in Spain
  with which this transaction is effectively connected; or

			 
		(ii)	a Treaty Lender.
			 


	 	Qualifying Lender  means a Spanish Lender or a Non-Spanish Lender which is beneficially entitled to interest payable
  to that Lender in respect of an advance under this Agreement.

		 
	 	Spanish Lender  means a Lender which is a Spanish financial entity or a Spanish branch of a non-Spanish financial
  entity that complies with the requirements described in:

		 


		(i)	paragraph (c) of Article 59 of Royal Decree 1777/2004, of 30 July, on Corporate Income Tax Regulations
  (Real Decreto 1777/2004, de 30 de Julio, por el que se aprueba el Reglamento del Impuesto sobre Sociedades);
  or



	

20









		(ii)	the second paragraph of Article 8.1 of Royal Decree 1776/2004, of July 30, on Non Resident Income Tax
  Regulations (Real Decreto 1776/2004, de 30 de julio, por el que se aprueba el Reglamento del Impuesto
  sobre la Renta de no Residentes),

			 


	 	as a financial entity (“entidad de credito”), as defined in Article 1 of Royal Decree
  1298/1986 (as amended by the Law 3/1994 which implemented the Second Directive on Financial Institutions)
  and that is registered with the Special Registry of the Bank of Spain.

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

		 
	 	Tax Payment  means either the increase in a payment made by an Obligor to a Finance Party under clause 17.17
  (Tax gross-up) or a payment under clause 17.18 (Tax indemnity).

		 
	 	Treaty Lender  means a Lender which:
		 


		(a)	is resident of a Treaty State; and
			 
		(b)	does not carry on a business in Spain through a permanent establishment, branch or agency with which
  the payment is effectively connected. 

			 


	 	Treaty State  means a jurisdiction having a double taxation agreement (a “Treaty”) with Spain which
  makes provision for full exemption from tax imposed by Spain on the income obtained for any Finance
  Party.

		 


	 	17.17  	Tax gross-up
		 	 


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

			 
		(b)	 If:
			 


		(i)	a Lender is not, or ceases to be, a Qualifying Lender; or
			 
		(ii)	an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is a change
  in the rate or the basis of a Tax Deduction),

			 


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

		 


		(c)	Except as provided below, if a Tax Deduction is required by law to be made by an Obligor, the amount
  of the payment due from the Obligor will be increased to an 



	

21









	 	amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have
  been due if no Tax Deduction had been required.

		 


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

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

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

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

			 
		(h)	Each Qualifying Lender considered a Non-Spanish Lender shall, on or prior to the date of the First
  Amendment Agreement in the case of each Existing Lender as at the date of the First Amendment Agreement
  and on the date of the assignment or transfer pursuant to which it becomes a Lender in the case of
  each New Lender after the date of the First Amendment Agreement and in the case of any other Finance
  Party (as the terms “Existing Lender” and “New Lender” are defined in clause
  28) and from time to time thereafter as reasonably requested in writing by a Spanish Borrower (but
  only so long thereafter as such Lender remains lawfully able to do so), provide each of the Facilities
  Agent and each Spanish Borrower with either (i) an original certificate issued by the competent authority
  of the taxing jurisdiction in which such Lender is resident attesting to the fact that such Lender
  is tax-resident in a Member State of the European Union, or (ii) such certification or documentation
  as may be issued by the taxing authority of the jurisdiction in which it is resident for tax purposes,
  as contemplated by the Treaty that such jurisdiction has concluded with the Kingdom of Spain, certifying
  the residence of such Lender in such taxing jurisdiction within the meaning of the Treaty of such jurisdiction with 



	

22









	 	the Kingdom of Spain, with the result that such Lender is exempt from Spanish withholding tax under
  such Treaty on payments pursuant to a Finance Document.

		 
	 	If no documentation is provided or the documentation provided by a Lender does not comply with the
  necessary requirements under Spanish law to ensure that no Spanish tax shall be withheld on payments
  made under the Finance Documents, any increased amount due under paragraph (c) above shall not be
  payable by an Obligor.

		 
	 	Each Obligor which makes a payment to which a Treaty Lender is entitled shall co-operate in completing
  any procedural formalities necessary for that Obligor to obtain authorisation to make that payment
  without a Tax Deduction.

		 


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

			 


	 	17.18 	Tax indemnity
		 	 


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

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

			 


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

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

			 


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



	

23









	 	the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable
  for this purpose.

		 


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

		 	 


		(i)	is compensated for by any increased payment under clause 17.17 (Tax gross-up); or

			 
		(ii)	would have been compensated for by an increased payment under clause 17.17 (Tax gross-up) but was not
  so compensated solely because of the exclusion in clause 17.17(d) or the proviso to clause 17.17(i)
  applied.

			 


		(d)	Each Finance Party considered a Non-Spanish Lender shall, on or prior to the date of the First Amendment
  Agreement in the case of each Existing Lender as at the date of the first Amendment Agreement, on
  the date of the assignment or transfer pursuant to which it becomes a Lender in the case of each
  New Lender, after the date of the First Amendment Agreement and any other Finance Party, (as the
  terms “Existing Lender” and “New Lender” are defined in clause 28) and from time
  to time thereafter as reasonably requested in writing by a Spanish Borrower (but only so long thereafter
  as such Finance Party remains lawfully able to do so), provide each of the Facilities Agent and each
  Spanish Borrower with an original certificate issued by the competent authority of the taxing jurisdiction
  in which such Finance Party is resident certifying the residence of such Finance Party in such taxing
  jurisdiction within the meaning of the Treaty of such jurisdiction with the Kingdom of Spain, with
  the result that such Finance Party is exempt from Spanish withholding tax under such Treaty on payments
  pursuant to a Finance Document.

			 


	 	If no documentation is provided or the documentation provided by a Finance Party does not comply with
  the necessary requirements under Spanish law to ensure that no Spanish tax shall be withheld on payments
  made hereunder, any obligation to gross up in respect of withholding tax shall be considered excluded
  from the tax indemnity described under paragraph (a) above.

		 
	 	Each Obligor which makes a payment to which a Finance Party is entitled shall co-operate in completing
  any procedural formalities necessary for that Obligor to obtain authorisation to make that payment
  without a Tax Deduction.

		 


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

			 


	 	17.19 	Tax Credit


	

24









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

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

			 


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

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

			 


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

		 


	 	17.20 	Stamp taxes
		 	 


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

		 


	 	17.21 	Value added taxes
		 	 


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

			 
		(b)	If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other
  Finance Party (the “Recipient”) in connection with a Finance Document, and any Party is
  required by the terms of any Finance Document to pay an amount equal to the consideration for such
  supply to the Supplier, such Party shall also pay to the Supplier (in addition to and at the same
  time as paying such amount) an amount equal to the amount of such VAT. The Supplier shall promptly
  pay to the relevant Finance Party an amount equal to any credit or repayment from the 



	

25









	 	relevant tax authority which it reasonably determines related to the VAT chargeable on that supply.

		 


		(c)	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses,
  that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred
  by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably
  determines that it is not entitled to credit or repayment from the relevant tax authority in respect
  of the VAT.”

			 


	48	In new clause 17.22 the reference “17.16 to 17.21” shall be replaced by the reference “17.22
  to 17.27”.

		 
	49	In new clause 17.24 (c) the reference to clause 17.17 shall be replaced by to clause 17.23.

	 	 
	50	Clause 22.4(f) shall be deleted and shall be replaced as follows:
	 	 


	 	“any amendment, supplement, extension, restatement (however fundamental and whether or not more
  onerous) or replacement of any Finance Document or any other document or security including without
  limitation any change in the purpose of, any extension of or any increase in, any facility or the
  addition of any new facility under any Finance Document or other document or security;”

		 
	51	In clause 23.9.1 the words “holding company, affiliate and subsidiary company have the meanings
  given to them in the United States Public Utility Holding Company Act of 1935” shall be deleted.

	 	 
	52	Clause 23.9.2 (a) shall be deleted and the subsequent numbering altered accordingly.
	 	 


	53	In clause 27.7 the words “, in relation to any Carnival Material Group Member incorporated in
  Spain, is insolvent (within the meaning of Article 2 of the Spanish Insolvency Law) or” shall
  be inserted after the words “Italian Insolvency Law) or”.

	 	 
	54	In clause 27.13.1:
	 	 


		(a)	the word “and” shall be deleted in the second line and replaced by a comma; and 
			 
		(b)	the words “and the Total Tranche D Commitments” shall be inserted after the words “the

Total Tranche C Commitments”.



		 	 
	55	In clause 27.13.2:
		 	 
		(a)	the word “and” shall be deleted after the words “Total Tranche B Commitments” and
  replaced by a comma; and 



	

26









		(b)	the words “and the Total Tranche D Commitments” shall be inserted after the words “Total
  Tranche C Commitments.”

			 


	56	In clause 28.1.1 the words “Tranche B Lender” shall be deleted and replaced by the words
“Lender under Tranche B or Tranche D”.

	 	 
	57	In clause 28.5.2:
	 	 


		(a)	the words “and/or” after the words “Tranche B Commitments” shall be deleted and
  replaced by a comma; and

			 
		(b)	the words “and/or Tranche D Commitment” shall be inserted after the words “Tranche C


  Commitment”.



	 	 
	58	Clause 28.5.3 shall be deleted and shall be replaced by the following:
	 	 
	 	“A Swingline Lender may only assign or transfer all or any (the “Swingline Commitment Transfer
  Amount”) of its Swingline Tranche A Commitment, its Swingline Tranche B Commitment, its Swingline
  Tranche C Commitment or its Swingline Tranche D Commitment to a Lender which is not its Affiliate
  if it or, where it does not have a Tranche A Commitment, Tranche B Commitment, Tranche C Commitment
  or Tranche D Commitment, its Affiliate, transfers simultaneously to that proposed Lender or that
  proposed Lender’s Affiliate an amount equal to or greater than the Swingline Commitment Transfer
  Amount of its (or its Affiliate’s) Tranche A Commitment, its (or its Affiliate’s) Tranche
  B Commitment, its (or its Affiliate’s) Tranche C Commitment or its (or its Affiliate’s)
  Tranche D Commitment, as the case may be, and in any event in accordance with the other terms of
  this clause 28.”

	 	 
	59	In clause 29.2.1 the word “wholly” shall be replaced by the word “majority”.
	 	 


	60	In clause 29.2.1(e) the full stop shall be deleted and the words “, except in the case of the
  document referred to in paragraph 9 Part 2 of Schedule 2, which an Additional Borrower incorporated
  in Spain shall only be required to provide prior to the Utilisation by such Additional Borrower.” shall be added at the end of the sub-paragraph.

		 
	61	In clause 29.3.3 each occurrence of the word “wholly” shall be replaced by the word “majority”.

	 	 
	62	In clause 35.2 each occurrence of “33133” shall be replaced by “33178”.
	 	 
	63	In clause 35.2.1 a new sub-paragraph (g) shall be inserted as follows:
	 	 


	 	“in the case of Societa Di Crociere Mercurio S.r.l. that identified with its name below;”,

		 
	 	and the subsequent numbering altered accordingly.
	 	 
	64	In new clause 35.2.1(h):


	

27









		(a)	the word “or” shall be deleted after the word “Lender” and replaced with a comma;
  and

			 
		(b)	the words “or any Additional Borrower” shall be inserted after the words Original Obligor.



	 	 
	65	A new clause 35.2.9 shall be inserted as follows:
	 	 
	 	“The contact details of Societa di Crociere Mercurio S.r.l for this purpose are:
		 
	 	Address:   Societa di Crociere Mercurio S.r.l.,
Via XII Ottobre 2, 16121, Genoa, Italy
		 
	 	Fax number:   + 39 010 548 3446
		 
	 	Attention:  Beniamino Maltese
		 
	 	with a copy to:
		 
	 	Address:   Carnival Corporation, 3655 NW 87th Avenue,

Miami, Florida 33178
		 
	 	Fax number:   + 1 305 406 6480
		 
	 	Attention:  Treasurer; and
		 
	 	Address:  Carnival Corporation, 3655 NW 87th Avenue,

Miami, Florida 33178
		 
	 	Fax number:   +1 305 406 4758
		 
	 	Attention:  General Counsel”


	 	 
	66	A new clause 39.1.3 shall be inserted as follows:
	 	 
	 	“Each Obligor (other than the Company, Costa Crociere S.p.A., Societa di Crociere Mercurio
  S.r.l. and any other Obligor incorporated in Italy) agrees to any such amendment or waiver permitted
  by this clause 39 which is agreed to by the Company in its capacity as Obligors’ Agent. This
  includes any amendment or waiver which would, but for this clause 39.1.3, require the consent of
  both of the Guarantors.”

	 	 
	67	In clause 39.2.1(d):
	 	 


		(a)	the words “and/or” after the words “Tranche B Commitment” shall be deleted and
  replaced by a comma; and 

			 
		(b)	the words “and/or Tranche D Commitment” shall be inserted after the words “Tranche C


  Commitment”.

		 	 
	68	Clause 42.3 shall be deleted and replaced with the following:


	

28









	 	“EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OF THE FINANCE DOCUMENTS.”

	 	 
	69	In clause 43 the word “Patriot” shall be deleted and replace by the word “PATRIOT”.
	 	 


	70	In clause 44 the words “(as of 21 October 2005)” shall be inserted after the first and penultimate occurrence of the word “Agreement” in that clause.

		 
	71	In Part 1 of Schedule 1, the figure “365.364.504,00” in paragraph 1, shall be replaced by the figure “390,562,056.00”. 

	 	 
	72	The following wording shall be inserted into Part 1 of Schedule 1 after paragraph 4:
	 	 
	 	“The Additional Borrowers as at the date of the First Amendment Agreement


		 
	 	Societa di Crociere Mercurio S.r.l. (a company organised and existing under the laws of Italy as a societa a responsabilita limitata con unico socio, with fully paid-up corporate capital equal to Euro 216,000,000.00 having its registered office in Genoa (Italy), via XII Ottobre 2, registered with the Companies’ Register (Registro delle Imprese) of Genoa under no. 01709000994, Repertorio Economico Amministrativo no. 429590)”

	 	 
	73	Part 2 of Schedule 1 shall be deleted and shall be replaced by the following:
	 	 
	The Original Lenders - Loan Commitments
	 	 


	 	(a)        Tranche A Commitment
	


	  
	 	Name of Original Lender	 	Amount (USD)	 
	  
	 	Bank of America, N.A.	 	22,063,719.15	 
	 	Barclays Bank PLC	 	22,063,719.15	 
	 	JPMorgan Chase Bank, N.A.	 	22,063,719.15	 
	 	The Royal Bank of Scotland plc	 	22,063,719.14	 
	 	BNP Paribas	 	22,063,719.15	 
	 	Intesa Sanpaolo S.p.A.	 	39,714,694.48	 
	 	Citibank, N.A.	 	17,650,975.33	 
	 	Deutsche Bank AG London Branch	 	17,650,975.33	 
	 	KfW	 	27,840,913.74	 
	 	HSBC Bank plc	 	17,650,975.33	 


	

        29

        

    






	 	Lloyds TSB Bank plc	 	27,840,913.74	 
	 	Mizuho Corporate Bank. Ltd.,	 	61,662,093.04	 
	 	Banca di Roma - London Branch	 	17,650,975.33	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	17,650,975.33	 
	 	Merrill Lynch Bank USA	 	61,662,093.04	 
	 	Societe Generale	 	17,650,975.33	 
	 	SunTrust Bank	 	61,662,093.04	 
	 	UBS Limited	 	61,662,093.04	 
	 	UniCredito Italiano - New York Branch	 	39,093,403.80	 
	 	Australia and New Zealand Banking Group Limited	 	30,831,046.51	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	8,825,487.65	 
	 	Commerzbank Aktiengesellschaft	 	8,825,487.65	 
	 	DnB NOR Bank ASA	 	30,831,046.51	 
	 	National Australia Bank Limited	 	30,831,046.51	 
	 	Sumitomo Mitsui Banking Corporation, New York Branch	 	30,831,046.51	 
	 	US Bank, N.A.	 	30,831,046.51	 
	 	Wells Fargo Bank, National Association	 	30,831,046.51	 
		 	 	Total 800,000,000	 


	 	 
	 	(b)        Tranche B Commitment
	  	  


	 	Name of Original Lender	 	Amount (euro)	 
	  
	 	Bank of America, N.A.	 	30,303,030.30	 
	 	Barclays Bank PLC	 	30,303,030.30	 
	 	JPMorgan Chase Bank, N.A.	 	30,303,030.30	 
	 	The Royal Bank of Scotland plc	 	30,303,030.30	 
	 	BNP Paribas	 	30,303,030.30	 
	 	Intesa Sanpaolo S.p.A.	 	54,545,454.54	 
	 	Citibank, N.A. - Milan Branch	 	24,242,424.24	 


	

        30

        

    






	 	Deutsche Bank SpA	 	24,242,424.24	 
	 	KfW	 	0	 
	 	HSBC Bank plc	 	24,242,424.24	 
	 	Lloyds TSB Bank plc	 	0	 
	 	Mizuho Corporate Bank. Ltd.,	 	0	 
	 	Banca di Roma - London Branch	 	24,242,424.24	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	24,242,424.24	 
	 	Merrill Lynch Bank USA	 	0	 
	 	Societe Generale	 	24,242,424.24	 
	 	SunTrust Bank	 	0	 
	 	UBS Limited	 	0	 
	 	UniCredito Italiano - New York Branch	 	24,242,424.24	 
	 	Australia and New Zealand Banking Group Limited	 	0	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	12,121,212.12	 
	 	Commerzbank Aktiengesellschaft	 	12,121,212.12	 
	 	DnB NOR Bank ASA	 	0	 
	 	National Australia Bank Limited	 	0	 
	 	Sumitomo Mitsui Banking Corporation, New York Branch	 	0	 
	 	US Bank, N.A.	 	0	 
	 	Wells Fargo Bank, National Association	 	0	 
		 	 	Total 400,000,000	 


	 	 
	 	(c)         Tranche C Commitment
	  	  


	 	Name of Original Lender	 	Amount (Sterling)	 
	  
	 	Bank of America, N.A.	 	8,144,459.13	 
	 	Barclays Bank PLC	 	8,144,459.13	 
	 	JPMorgan Chase Bank, N.A.	 	8,144,459.13	 
	 	The Royal Bank of Scotland plc	 	8,144,459.13	 


	

        31

        

    






	 	BNP Paribas	 	8,144,459.13	 
	 	Intesa Sanpaolo S.p.A.	 	14,660,026.43	 
	 	Citibank, N.A.	 	6,515,567.30	 
	 	Deutsche Bank AG London Branch	 	6,515,567.30	 
	 	KfW	 	10,277,015.50	 
	 	HSBC Bank plc	 	6,515,567.30	 
	 	Lloyds TSB Bank plc	 	10,277,015.50	 
	 	Mizuho Corporate Bank. Ltd.,	 	10,277,015.50	 
	 	Banca di Roma - London Branch	 	6,515,567.30	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	6,515,567.30	 
	 	Merrill Lynch Bank USA	 	10,277,015.50	 
	 	Societe Generale	 	6,515,567.30	 
	 	SunTrust Bank	 	10,277,015.50	 
	 	UBS Limited	 	10,277,015.50	 
	 	UniCredito Italiano - New York Branch	 	6,515,567.30	 
	 	Australia and New Zealand Banking Group Limited	 	5,138,507.75	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	3,257,783.65	 
	 	Commerzbank Aktiengesellschaft	 	3,257,783.65	 
	 	DnB NOR Bank ASA	 	5,138,507.75	 
	 	National Australia Bank Limited	 	5,138,507.75	 
	 	Sumitomo Mitsui Banking Corporation, New York Branch	 	5,138,507.75	 
	 	US Bank, N.A.	 	5,138,507.75	 
	 	Wells Fargo Bank, National Association	 	5,138,507.75	 
		 	 	Total 200,000,000	 


	 	(d)        Tranche D Commitment
	  	  


	 	Name of Original Lender	 	Amount (USD)	 
	  
	 	Bank of America, N.A./Banc of America Securities Limited	 	26,803,035.60	 


	

        32

        

    






	 	Barclays Bank PLC	 	26,803,035.60	 
	 	JP Morgan Europe Limited 	 	26,803,035.60	 
	 	The Royal Bank of Scotland plc	 	26,803,035.61	 
	 	BNP Paribas	 	26,803,035.60	 
	 	Intesa Sanpaolo S.p.A.	 	48,245,464.07	 
	 	Citibank International plc, Madrid Branch	 	21,442,428.47	 
	 	Deutsche Bank AG, London Branch	 	21,442,428.47	 
	 	KfW	 	33,821,179.30	 
	 	HSBC Bank plc	 	21,442,428.47	 
	 	Lloyds TSB Bank plc	 	33,821,179.30	 
	 	Banca di Roma, London Branch	 	21,442,428.47	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	21,442,428.47	 
	 	Societe Generale	 	21,442,428.47	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	10,721,214.25	 
	 	Commerzbank Aktiengesellschaft	 	10,721,214.25	 
		 	 	Total 400,000,000.00	 


	 	 
	74	Part 4 of Schedule 1 shall be deleted and shall be replaced by the following:
	 	 
	The Original Swingline Lenders - Swingline Loan Commitments
	 	 
	 	(a)        Swingline Tranche A Commitment
	  	  


	 	Name of Original Swingline Lender	 	Amount (USD)	 
	  
	 	Bank of America, N.A.	 	22,063,719.15	 
	 	Barclays Bank PLC	 	22,063,719.15	 
	 	JPMorgan Chase Bank, N.A.	 	22,063,719.15	 
	 	The Royal Bank of Scotland plc	 	22,063,719.14	 
	 	BNP Paribas	 	22,063,719.15	 
	 	Intesa Sanpaolo S.p.A.	 	39,714,694.48	 


	

        33

        

    






	 	Citibank, N.A.	 	17,650,975.33	 
	 	Deutsche Bank AG New York Branch	 	17,650,975.33	 
	 	HSBC Bank plc	 	17,650,975.33	 
	 	Lloyds TSB Bank plc	 	27,840,913.74	 
	 	Mizuho Corporate Bank, Ltd.	 	61,511,133.70	 
	 	Banca di Roma - London Branch	 	17,650,975.33	 
	 	Societe Generale	 	17,650,975.33	 
	 	UBS Loan Finance LLC	 	61,511,133.70	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	8,825,487.65	 
	 	Commerzbank Aktiengesellschaft	 	8,825,487.65	 
		 	 	Total 406,802,323.31	 


	 	 
	 	(b)        Swingline Tranche B Commitment
	  	  


	 	Name of Original Swingline Lender	 	Amount (euro)	 
	  
	 	Bank of America, N.A.	 	30,172,413.79	 
	 	Barclays Bank PLC	 	30,172,413.79	 
	 	JPMorgan Chase Bank, N.A.	 	30,172,413.79	 
	 	The Royal Bank of Scotland plc	 	30,172,413.79	 
	 	BNP Paribas	 	30,172,413.79	 
	 	Intesa Sanpaolo S.p.A.	 	54,310,344.82	 
	 	Citibank, N.A. - Milan Branch	 	24,137,931.03	 
	 	Deutsche Bank SpA	 	24,137,931.03	 
	 	KfW	 	0	 
	 	HSBC Bank plc	 	24,137,931.03	 
	 	Lloyds TSB Bank plc	 	0	 
	 	Mizuho Corporate Bank. Ltd.,	 	0	 
	 	Banca di Roma - London Branch	 	24,137,931.03	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	0	 
	 	Merrill Lynch Bank USA	 	0	 


	

        34

        

    






	 	Societe Generale	 	24,137,931.03	 
	 	SunTrust Bank	 	0	 
	 	UBS Limited	 	0	 
	 	UniCredito Italiano - New York Branch	 	0	 
	 	Australia and New Zealand Banking Group Limited	 	0	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	12,068,965.52	 
	 	Commerzbank Aktiengesellschaft	 	12,068,965.52	 
	 	DnB NOR Bank ASA	 	0	 
	 	National Australia Bank Limited	 	0	 
	 	Sumitomo Mitsui Banking Corporation, New York Branch	 	0	 
	 	US Bank, N.A.	 	0	 
	 	Wells Fargo Bank, National Association	 	0	 
		 	 	Total 350,000,000	 


	 	 
	 	(c)        Swingline Tranche C Commitment
	  	  


	 	Name of Original Swingline Lender	 	Amount (Sterling)	 
	  
	 	Bank of America, N.A.	 	8,124,520.10	 
	 	Barclays Bank PLC	 	8,124,520.10	 
	 	JPMorgan Chase Bank, N.A.	 	8,124,520.10	 
	 	The Royal Bank of Scotland plc	 	8,124,520.10	 
	 	BNP Paribas	 	8,124,520.10	 
	 	Intesa Sanpaolo S.p.A.	 	14,624,136.18	 
	 	Citibank, N.A.	 	6,499,616.08	 
	 	Deutsche Bank AG London Branch	 	6,499,616.08	 
	 	KfW	 	0	 
	 	HSBC Bank plc	 	6,499,616.08	 
	 	Lloyds TSB Bank plc	 	10,251,855.62	 
	 	Mizuho Corporate Bank, Ltd.	 	10,251,855.62	 


	

        35

        

    






	 	Banca di Roma - London Branch	 	6,499,616.08	 
	 	Banca Nazionale del Lavoro SpA, New York Branch	 	0	 
	 	Merrill Lynch Bank USA	 	0	 
	 	Societe Generale	 	6,499,616.08	 
	 	SunTrust Bank	 	0	 
	 	UBS Limited	 	10,251,855.62	 
	 	UniCredito Italiano - New York Branch	 	0	 
	 	Australia and New Zealand Banking Group Limited	 	0	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	3,249,808.04	 
	 	Commerzbank Aktiengesellschaft	 	3,249,808.04	 
	 	DnB NOR Bank ASA	 	0	 
	 	National Australia Bank Limited	 	0	 
	 	Sumitomo Mitsui Banking Corporation, New York Branch	 	0	 
	 	US Bank, N.A.	 	0	 
	 	Wells Fargo Bank, National Association	 	0	 
		 	 	Total 125,000,000	 


	 
	(d)        Swingline Tranche D Commitment

	  


	 	Name of Original Swingline Lender	 	Amount (USD)	 
	   
	 	Bank of America, N.A.	 	26,683,401.45	 
	 	Barclays Bank PLC	 	26,683,401.45	 
	 	JP Morgan Europe Limited	 	26,683,401.45	 
	 	The Royal Bank of Scotland plc	 	26,683,401.46	 
	 	BNP Paribas	 	26,683,401.45	 
	 	Intesa Sanpaolo S.p.A.	 	48,030,122.59	 
	 	Citibank International plc, Madrid Branch	 	21,346,721.14	 
	 	Deutsche Bank AG New York Branch	 	21,346,721.14	 
	 	HSBC Bank plc	 	21,346,721.14	 


	

        36

        

    






	 	Lloyds TSB Bank plc	 	33,670,219.96	 
	 	Banca di Roma - London Branch	 	21,346,721.14	 
	 	Societe Generale	 	21,346,721.14	 
	 	Banco Bilbao Vizcaya Argentaria S.A.	 	10,673,360.59	 
	 	Commerzbank Aktiengesellschaft	 	10,673,360.59	 
		 	 	Total 343,197,676.69	 


	 	 
	75	In Part 5 of Schedule 1 the words “SANPAOLO IMI S.P.A.” shall be replaced by “Intesa Sanpaolo S.p.A.”.

	 	 
	76	In Part 2 of Schedule 2:
	 	 


		(a)	in paragraph 5(a) the words “and in the case of a Spanish Borrower, utilising the Total Tranche D Commitments” shall be inserted after the second occurrence of the words “Total Tranche B Commitments”;

			 
		(b)	in paragraph 6 the word “Sintensi” shall be replaced by the word “Sintesi”; and

			 
		(c)	new paragraphs 8 and 9 shall be inserted as follows and the subsequent numbering altered accordingly:

			 


		“8	If the proposed Additional Borrower is incorporated in Spain, a statement (nota simple) issued by the relevant Companies Register (Registro Mercantil) in respect of such Additional Borrower. 

			 
		9	If the proposed Additional Borrower is incorporated in Spain, a copy of the PE-1 form duly filed with the Bank of Spain confirming the Financial Transaction Number (NOF) in relation to such Additional Borrower (if applicable) to be provided only prior to the first Utilisation by a Spanish Borrower.”



		 
	77	In Schedule 3:
		 	 
		(a)	in Part 1 “/D” shall be inserted after “A/B/C” shall be inserted in paragraph 2; 

			 
		(b)	in Part 3 “/D” shall be inserted after “A/B/C” in paragraph 1; and

			 
		(c)	in Part 3 “/Tranche D” shall be inserted after the words “Tranche C” in paragraph 1.

		 	 
	78	In Schedule 10, Part III the words “and Tranche D” shall be inserted after “Tranche A”.



	

        37

        

    






	SIGNATORIES

        

        CARNIVAL CORPORATION
        By: /s/   DAVID BERNSTEIN, SENIOR VICE PRESIDENT & CFO

        

        CARNIVAL PLC
        By: /s/   DAVID BERNSTEIN, SENIOR VICE PRESIDENT & CFO

        

        COSTA CROCIERE S.p.A.
        By: /s/   DAVID BERNSTEIN, ATTORNEY-IN-FACT

        

        CC U.S. VENTURES, INC.
        By: /s/   DAVID BERNSTEIN, AUTHORIZED REPRESENTATIVE

        

        Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.

        

        HOLLAND AMERICA LINE INC.
        By: /s/   DAVID BERNSTEIN, AUTHORISED REPRESENTATIVE

        

        PRINCESS CRUISES AND TOURS, INC.
        By: /s/   DAVID BERNSTEIN, AUTHORISED REPRESENTATIVE

        

        SOCIETA DI CROCIERE MERCURIO S.r.l.
        By: /s/   DAVID BERNSTEIN, ATTORNEY-IN-FACT

        

        Guarantors
        CARNIVAL CORPORATION

        By: /s/   DAVID BERNSTEIN, SENIOR VICE PRESIDENT & CFO



	

        38

        

    






	CARNIVAL PLC

        By: /s/   DAVID BERNSTEIN, SENIOR VICE PRESIDENT & CFO



	

        39

        

    






	Arrangers

        BANK OF AMERICA SECURITIES LIMITED

        By: /s/   KEITH THOMAS

        

        BARCLAYS CAPITAL
        By: /s/   GILL CLARKE

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI    	/s/  ALASDAIR MACLEOD
	 	 
	 
	J.P. MORGAN PLC

        By: /s/   KARL OLSEN

        

        INTESA SANPAOLO S.p.A.
	 	 
	By: /s/   MELINDA J. HARRIS  	/s/  ANDREW HURST
	 	 
	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 
	 	 
	By: /s/   MAXINE SANDERS 	/s/  PAUL FLETCHER
	 	 
	 
	Lenders

        Tranche A

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE



	

        40

        

    






	JPMORGAN CHASE BANK, N.A.

        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A.

        By: /s/   ROBERT MALLECK

        

        DEUTSCHE BANK AG LONDON BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	KfW
	 
	By: /s/   CLARE DOOLEY 	/s/  S. POPPERMAIER
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        MIZUHO CORPORATE BANK, LTD.
        By: /s/   KEVIN ANDREWS



	

        41

        

    






	BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH
	 
	By: /s/   ELISA GIULIANO-ZUCARO 	/s/  ANTONIO LABRIOLA
	 
	 
	MERRILL LYNCH BANK USA

        By: /s/   BUTCH ALDER

        

        SOCIETE GENERALE
        By: /s/   PATRICK MEAGHER

        

        SUNTRUST BANK
        By: /s/   WILLIAM C. BARR

        

        UBS LIMITED
	 
	By: /s/   ALAN GREENHOW 	/s/  ANDREW SUDLOW
	 
	 
	UNICREDITO ITALIANO - NEW YORK BRANCH
	 
	By: /s/   NICOLA LONGO DENTE  	/s/   SAIYED A. ABBAS
	 
	 
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 
	By: /s/   GARY POWELL 	/s/  ANA ARXER
	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK


	

        42

        

    






	DnB NOR BANK ASA
	 
	By: /s/   SANJIV NAYAR 	/s/  CATHLEEN BUCKLEY
	 
	 
	NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)

        By: /s/   NATALIE AMBER CLIFFE

        

        SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH
        By: /s/   YOSHIHIRO HYAKUTOME

        

        US BANK, N.A.
        By: /s/   PATRICK MCGRAW

        

        WELLS FARGO BANK, NATIONAL ASSOCIATION
        By: /s/   ALEX IDICHANDY



	 
	 
	Tranche B
	 
	 
	BANK OF AMERICA, N.A.

        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE

        

        JPMORGAN CHASE BANK, N.A.
        By: /s/   KARL OLSEN



	

        43

        

    






	THE ROYAL BANK OF SCOTLAND PLC

        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A. - MILAN BRANCH

        By: /s/   ROBERT MALLECK

        

        DEUTSCHE BANK SpA
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH
	 
	By: /s/   ELISA GIULIANO-ZUCARO 	/s/  ANTONIO LABRIOLA
	 
	 
	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

        

        UNICREDITO ITALIANO - NEW YORK BRANCH
	 
	By: /s/   NICOLA LONGO DENTE  
	/s/   SAIYED A. ABBAS


	

        44

        

    






	BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	Tranche C
	 
	 
	BANK OF AMERICA, N.A.

        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE

        

        JPMORGAN CHASE BANK, N.A.
        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A.

        By: /s/   ROBERT MALLECK



	

        45

        

    






	DEUTSCHE BANK AG LONDON BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	KfW
	 
	By: /s/   CLARE DOOLEY 	/s/  S. POPPERMAIER
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        MIZUHO CORPORATE BANK, LTD.
        By: /s/   KEVIN ANDREWS

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH
	 
	By: /s/   ELISE GIULIANO-ZUCARO 	/s/  ANTONIO LABRIOLA
	 
	 
	MERRILL LYNCH BANK USA

        By: /s/   BUTCH ALDER

        

        SOCIETE GENERALE
        By: /s/   PATRICK MEAGHER

        

        SUNTRUST BANK
        By: /s/   WILLIAM C. BARR



	

        46

        

    






	UBS LIMITED
	 
	By: /s/   ALAN GREENHOW 	/s/  ANDREW SUDLOW
	 
	 
	UNICREDITO ITALIANO - NEW YORK BRANCH
	 
	By: /s/   NICOLA LONGO DENTE  	/s/   SAIYED A. ABBAS
	 
	 
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 
	By: /s/   GARY POWELL 	/s/  ANA ARXER
	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	DnB NOR BANK ASA
	 
	By: /s/   SANJIV NAYAR 	/s/  CATHLEEN BUCKLEY  
	 
	 
	NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
	 
	By: /s/   NATALIE AMBER CLIFFE
	 
	 
	SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH
	 
	By: /s/   YOSHIHIRO HYAKUTOME
	 
	 
	US BANK, N.A.
	 
	By: /s/   PATRICK MCGRAW
	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	By: /s/   ALEX IDICHANDY



	

        47

        

    






	Tranche D

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN

        

        BANC OF AMERICA SECURITIES LIMITED 
        By: /s/   KEITH THOMAS

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE

        

        JPMORGAN EUROPE LIMITED
        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J.HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A.

        By: /s/   ROBERT MALLECK

        

        DEUTSCHE BANK AG LONDON BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	KfW
	 	 
	By: /s/   CLARE DOOLEY 
	/s/  S. POPPERMAIER


	

        48

        

    






	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	BANCA NAZIONALE DEL LAVORO SpA, NEW YORK BRANCH
	 
	By: /s/   ELISA GIULIANO-ZUCARO 	/s/  ANTONIO LABRIOLA
	 
	 
	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

        

        BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	Swingline Lenders

        Swingline Tranche A

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE



	

        49

        

    






	JPMORGAN CHASE BANK, N.A.

        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A.

        By: /s/   ROBERT MALLECK

        

        DEUTSCHE BANK AG NEW YORK BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        MIZUHO CORPORATE BANK, LTD.
        By: /s/   KEVIN ANDREWS

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 
	/s/  PETER SCHARF


	

        50

        

    






	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

        

        UBS LOAN FINANCE LLC
	 
	By: /s/   ALAN GREENHOW 	/s/  ANDREW SUDLOW
	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA S.A.

        By: /s/   PEDRO CAYUELA MARIA NARDINI

        

        COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	Swingline Tranche B

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE

        

        JPMORGAN CHASE BANK, N.A.
        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 
	/s/  ALASDAIR MACLEOD


	

        51

        

    






	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	CITIBANK, N.A. - MILAN BRANCH

        By:  /s/   ROBERT MALLECK

        

        DEUTSCHE BANK SpA
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

	 
	 
	BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT

	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	Swingline Tranche C

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN



	

        52

        

    






	BARCLAYS BANK PLC

        By: /s/   GILL CLARKE

        

        JPMORGAN CHASE BANK, N.A.
        By: /s/   KARL OLSEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 	/s/  ALASDAIR MACLEOD
	 
	 
	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	DEUTSCHE BANK AG LONDON BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        MIZUHO CORPORATE BANK, LTD.
        By: /s/   KEVIN ANDREWS

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 
	/s/  PETER SCHARF


	

        53

        

    






	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

        

        UBS LIMITED
	 
	By: /s/   ALAN GREENHOW 	/s/  ANDREW SUDLOW
	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	CITIBANK INTERNATIONAL PLC, MADRID BRANCH
	 
	By: /s/   JUAN CASAS CARDENAL

        

        Swingline Tranche D

        

        BANK OF AMERICA, N.A.
        By: /s/   JUSTIN LIEN

        

        BARCLAYS BANK PLC
        By: /s/   GILL CLARKE

        

        JPMORGAN EUROPE LIMITED
        By: /s/   KARL OLSEN  

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        BNP PARIBAS
	 
	By: /s/   STEVE DURANTI 
	/s/  ALASDAIR MACLEOD


	

        54

        

    






	INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 	/s/  ANDREW HURST
	 
	 
	DEUTSCHE BANK AG NEW YORK BRANCH
	 
	By: /s/   RICHARD SEDLACEK 	/s/  KAREN ARZUMANYAN
	 
	 
	HSBC BANK PLC

        By: /s/   SIMON DEEFHOLTS

        

        LLOYDS TSB BANK PLC
        By: /s/   DAVID MOORE

        

        BANCA DI ROMA - LONDON BRANCH
	 
	By: /s/   VINCENT WRIGHT 	/s/  PETER SCHARF
	 
	 
	SOCIETE GENERALE

        By: /s/   PATRICK MEAGHER

        

        BANCO BILBAO VIZCAYA ARGENTARIA S.A.
	 
	By: /s/   PEDRO CAYUELA 	/s/  MARIA NARDINI
	 
	 
	COMMERZBANK AKTIENGESELLSCHAFT
	 
	By: /s/   SIEGFRIED HOFFMAN 	/s/  CHRISTIAN RONGSTOCK
	 
	 
	CITIBANK INTERNATIONAL PLC, MADRID BRANCH

        By: /s/   JUAN CASAS CARDENAL



	

        55

        

    






	Facilities Agent

        THE ROYAL BANK OF SCOTLAND PLC

        By: /s/   PAUL FLETCHER

        

        Original Fronting Banks
        BANK OF AMERICA, N.A.

        By: /s/   JUSTIN LIEN

        

        THE ROYAL BANK OF SCOTLAND PLC
        By: /s/   MAXINE SANDERS

        

        INTESA SANPAOLO S.p.A.
	 
	By: /s/   MELINDA J. HARRIS 
	/s/  ANDREW HURST


	

        56