ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT, dated as of __________, among Xxx Xxxxxx ("Xxxxxx"),
Cititrust (Jersey) Limited, as Trustee for the Xxx Xxxxxx 1994 Cash Trust (the
"Cash Trust"), Royal Bank of Scotland Trust Company (Jersey) Limited as Trustee
for each of The Xxx Xxxxxx 1992 Irrevocable Trust for Micky, The Xxx Xxxxxx 1992
Irrevocable Trust for Xxxxx and The Xxx Xxxxxx 1992 Irrevocable Trust for Lin
No. 2 (collectively the "Irrevocable Trusts" and, together with the Cash Trust,
the "Transferees"), and Carnival Corporation, a Panamanian corporation (the
"Company").
WHEREAS, on June 14, 1991, the Company and Arison entered into the
Consulting Agreement/Registration Rights Agreement, dated as of such date (the
"Registration Agreement"), as amended by the First Amendment to Consulting
Agreement/Registration Rights Agreement, dated as of July 31, 1992, in order to,
among other things, provide Arison with certain registration rights with respect
to 64,797,737 shares (the "Shares") of the Company's Class A Common Stock, par
value $.01 per share, owned by Arison as of such date;
WHEREAS, subsequent to June 14, 1991, Arison transferred certain of
the Shares to other members of the Arison Family, certain Trusts for the benefit
of members of the Arison Family, including the Transferees, and certain other
related parties;
WHEREAS, Arison wishes to assign to the Transferees the rights granted
to him pursuant to the Registration Agreement with respect to the Shares
currently held by the Transferees (the "Transferee Shares") and the Transferees
desire to acquire such rights and are willing to perform the duties of Arison
under the Agreement with respect to the Transferee Shares; and
WHEREAS, the Company wishes to consent to such assignment and
assumption.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
i. Assignment. Arison hereby irrevocably assigns to each
Transferee all of Arison's rights under the Registration
Agreement with respect to the Transferee Shares owned by such
Transferee on the date hereof.
ii. Assumption. Each Transferee hereby accepts such assignment
and assumes and covenants to perform all of the obligations of
Arison under the Registration Agreement with respect to the
Transferee Shares owned by such Transferee on the date hereof.
iii. Consent. The Company hereby consents to the assignment and
assumption set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
______________________________
Xxx Xxxxxx
THE XXX XXXXXX 1992 IRREVOCABLE TRUST FOR MICKY
By: Royal Bank of Scotland Trust Company
(Jersey) Limited, as Trustee
By: _____________________
Name:
Title:
THE XXX XXXXXX 1992 IRREVOCABLE TRUST FOR XXXXX
By: Royal Bank of Scotland Trust Company
(Jersey) Limited, as Trustee
By: _____________________
Name:
Title:
THE XXX XXXXXX 1992 IRREVOCABLE TRUST FOR LIN
NO.2
By: Royal Bank of Scotland Trust Company
(Jersey) Limited, as Trustee
By: _____________________
Name:
Title:
THE XXX XXXXXX 1994 CASH TRUST
By: Cititrust (Jersey) Limited, as Trustee
By: _____________________
Name:
Title:
CARNIVAL CORPORATION
By:
Name: Xxxxxx X. Xxxxx
