[Proposed Form]
DATED 200[2][3]
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CARNIVAL CORPORATION
[CARNIVAL SVC] LIMITED
P&O PRINCESS CRUISES PLC
[P&O PRINCESS SVC] LIMITED
[.]
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SVC SPECIAL VOTING DEED
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CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION.......................................... 1
2. NOTIFICATION OF VOTES CAST ON JOINT ELECTORATE ACTIONS
AT A PARALLEL SHAREHOLDER MEETING AND CALCULATION OF
SPECIFIED NUMBER........................................................ 6
3. NOTIFICATION OF OUTCOME ON VOTE ON CLASS RIGHTS ACTIONS................. 7
4. ATTENDANCE AT MEETINGS AND VOTING....................................... 8
5. DEALINGS................................................................ 11
6. OBLIGATIONS SUBJECT TO APPLICABLE REGULATIONS........................... 12
7. DEFAULT BY CARNIVAL OR P&O PRINCESS..................................... 12
8. SUPPLY OF INFORMATION; CONFIDENTIALITY.................................. 12
9. REMUNERATION AND EXPENSES OF SVCS....................................... 12
10. POWER OF SVCS........................................................... 13
11. INDEMNITIES............................................................. 15
12. SVCS' ACTIVITIES........................................................ 16
13. MEMBERS AND DIRECTORS OF SVCS........................................... 16
14. AMENDMENTS TO THIS DEED................................................. 16
15. DAMAGES NOT ADEQUATE REMEDY............................................. 17
16. TERMINATION............................................................. 17
17. GENERAL................................................................. 18
THIS SVC SPECIAL VOTING DEED is dated 200[2][3]
BETWEEN
(1) CARNIVAL CORPORATION, a Panamanian corporation, having its principal
place of business at Carnival Place, 0000, 00 Xxxxxx, Xxxxx, Xxxxxxx,
00000-0000 ("Carnival");
(2) CARNIVAL SVC LIMITED, a company incorporated in England and Wales
(Registered No. [.]), having its registered office at [.] ("Carnival
SVC");
(3) P&O PRINCESS CRUISES PLC, a company incorporated in England and Wales
(Registered No 4039524) and having its registered office at 00 Xxx
Xxxxxx Xxxxxx, Xxxxxx, XX0X 0XX ("P&O Princess");
(4) [ ] SVC LIMITED, a company incorporated in England and Wales
(Registered No [ ]) and having its registered office at [.] ("P&O
Princess SVC"); and
(5) [.], a company incorporated in England and Wales (Registered No [.]),
having its registered office at [.] ("[.]").
Recitals
(A) Carnival and P&O Princess entered into the Implementation Agreement
pursuant to which Carnival and P&O Princess have agreed to do certain
acts and things to implement the DLC Structure and create certain
rights for the Carnival shareholders and the P&O Princess shareholders
in respect of their indirect interests in the combined enterprise.
(B) Carnival SVC and P&O Princess SVC have agreed to carry out certain
functions in accordance with the provisions of this Deed in connection
with their ownership of the Carnival Special Voting Share and the P&O
Princess Special Voting Share, respectively.
(C) [.] is the legal and beneficial owner of all the shares in Carnival SVC
and P&O Princess SVC.
IT IS AGREED on and from Completion as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following definitions apply unless otherwise specified in this
Deed:
"Applicable Regulations" has the same meaning as in the Equalization
Agreement;
"Board of Carnival" means the board of directors of Carnival (or a duly
appointed committee of that board) from time to time;
"Boards of Carnival and P&O Princess" means the Board of Carnival and
the Board of P&O Princess;
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"Board of P&O Princess" means the board of directors of P&O Princess
(or a duly appointed committee of that board) from time to time;
"Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in the cities of both New York or London are
authorised or obligated by law or executive order to close in the
United States or England (or on which banking institutions are open
solely for trading in euros);
"Carnival Common Stock" has the meaning given to it in the Carnival
Constitution;
"Carnival Constitution" means the Articles of Incorporation and the
By-Laws of Carnival which will be in effect immediately following
Completion, as amended from time to time;
"Carnival Group" has the same meaning as in the Equalization Agreement;
"Carnival Special Voting Share" means the special voting share of
US$0.01 in Carnival;
"Carnival Specified Numbers" means, in relation to a resolution to
consider a Joint Electorate Action at a meeting of P&O Princess
shareholders, (i) the number of votes Cast in favour of the Equivalent
Resolution of Carnival at the Parallel Shareholder Meeting of Carnival
shareholders divided by the Equalization Fraction in effect at the time
such meeting of P&O Princess shareholders is held rounded up to the
nearest whole number; (ii) the number of votes Cast against the
Equivalent Resolution of Carnival at the Parallel Shareholder Meeting
of Carnival shareholders divided by the Equalization Fraction in effect
at the time such meeting of P&O Princess shareholders is held, rounded
up to the nearest whole number; and (iii) the number of votes Cast as
formal abstentions in relation to the Equivalent Resolution of Carnival
at the Parallel Shareholder Meeting of Carnival shareholders divided by
the Equalization Fraction in effect at the time such meeting of P&O
Princess shareholders is held, rounded up to the nearest whole number;
"Carnival SVC Constitution" means the Memorandum and Articles of
Association of Carnival SVC;
"Cast" means, separately, the number of votes recorded (i) in favour;
(ii) against; and (iii) formally abstained in accordance with the terms
of the P&O Princess Articles or the Carnival Constitution (as
applicable) by holders of Carnival Common Stock (and of any other stock
in Carnival (other than the Carnival Special Voting Share) that from
time to time are entitled to vote on the relevant resolution) or P&O
Princess Ordinary Shares (and of any other shares in P&O Princess
(other than the P&O Princess Special Voting Share) that from time to
time are entitled to vote on the relevant resolution), as the context
requires
"Class Rights Action" has the same meaning as in the Equalization
Agreement;
"Companies Act" means the UK Companies Act 1985 as amended;
"Completion" means the time at which the steps set out in Section 2.2
of the Implementation Agreement have been completed;
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"Deal" in relation to a share or an interest in a share or the rights
attaching to a share, means transfer, assign (by operation of law or
otherwise), convey, create an Encumbrance over or otherwise deal (or
agree to do any of those things) with such share or interest or rights
in any way whatsoever and "Dealing" shall be construed accordingly;
"DLC Structure" means the combination of Carnival and P&O Princess by
means of a dual listed company structure whereby, amongst other things,
Carnival and P&O Princess have a unified management structure and the
businesses of both the Carnival Group and the P&O Princess Group are
managed on a unified basis in accordance with the provisions of the
Equalization Agreement;
"Encumbrance" means an interest or power:
(a) reserved in or over any interest in any asset (including shares)
including any retention of title; or
(b) created or otherwise arising in or over any interest in any asset
(including shares) under a bill of sale, mortgage, charge, lien,
pledge, trust or power, by way of security for the payment of debt
or any other monetary obligation or the performance of any other
obligation and whether existing or agreed to be granted or
created;
"Equalization Agreement" means the Equalization and Governance
Agreement entered into between Carnival and P&O Princess on the same
date as this Deed;
"Equalization Fraction" has the same meaning as in the Equalization
Agreement;
"Equivalent Resolution" means a resolution of either Carnival or P&O
Princess, as applicable, certified in accordance with this Deed by a
duly authorised officer of Carnival or a duly authorised officer of P&O
Princess (as applicable) as equivalent in nature and effect to a
resolution of the other company. (For example, a resolution to appoint
an individual as a director of Carnival or to appoint the auditors of
Carnival would, if a resolution considering such matters in relation to
P&O Princess were put to a meeting of P&O Princess' shareholders, be
the equivalent resolution (provided that a duly authorised officer of
Carnival and a duly authorised officer of P&O give the certification
described above) to a resolution to appoint the same individual as a
director of P&O Princess or to appoint the auditors of P&O Princess,
and vice versa. In addition, if a resolution was proposed by one of the
companies (the "Proposing Company") that did not need to be proposed by
the other company (the "Other Company"), (e.g. a resolution for the
approval of the disapplication of pre-emption rights if under
Applicable Regulations this needs to be approved by P&O Princess'
shareholders, but not by Carnival's shareholders), then the Proposing
Company would put that resolution to a meeting of its shareholders and
the same or substantially the same resolution (provided that a duly
authorised officer of Carnival and a duly authorised officer of P&O
Princess give the certification described above) would also be put to a
meeting of the Other Company's shareholders, to enable both sets of
shareholders to vote on that resolution);
"Governmental Agency" has the same meaning as in the Equalization
Agreement;
"Implementation Agreement" means the Offer and Implementation
Agreement, dated as of [.] 200[2][3] between Carnival and P&O Princess;
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"Joint Electorate Action" has the same meaning as in the Equalization
Agreement;
"London Stock Exchange" means London Stock Exchange plc;
"Majority Resolution" means, with respect to Carnival or P&O Princess,
a resolution duly approved at a meeting of the shareholders of such
company by the affirmative vote of a majority of all the votes Voted on
such resolution by all shareholders of such company entitled to vote
thereon (including, where appropriate, the holder of the Special Voting
Share of such company) who are present in person or by proxy at such
meeting;
"NYSE" means the New York Stock Exchange, Inc.;
"Parallel Shareholder Meeting" means, in relation to Carnival or P&O
Princess, any meeting of the shareholders of that company which is:
(a) nearest in time to, or is actually contemporaneous with, the
meeting of the shareholders of the other company and at which some
or some or all of the same resolutions or some or all of the
Equivalent Resolutions are to be considered; or
(b) designated by the Board of Carnival or the Board of P&O Princess,
as the case may be, as the parallel meeting of shareholders of a
particular meeting of shareholders of the other company.
"P&O Princess Articles" means the Articles of Association of P&O
Princess which will be in effect as immediately following Completion as
amended from time to time;
"P&O Princess Group" has the same meaning as in the Equalization
Agreement;
"P&O Princess ADR" means an American Depositary Receipt of P&O
Princess, each of which represents four P&O Princess Ordinary Shares,
which is listed on the NYSE;
"P&O Princess Ordinary Shares" has the meaning given to it in the P&O
Princess Articles;
"P&O Princess Special Voting Share" means the special voting share of
(Pounds)1 in P&O Princess;
"P&O Princess Specified Numbers" means, in relation to a resolution to
consider a Joint Electorate Action at a meeting of Carnival
shareholders (i) the number of votes Cast in favour of the Equivalent
Resolution of P&O Princess at the Parallel Shareholder Meeting of P&O
Princess shareholders multiplied by the Equalization Fraction in effect
at the time such meeting of Carnival shareholders is held, rounded up
to the nearest whole number; (ii) the number of votes Cast against the
Equivalent Resolution of P&O Princess at the Parallel Shareholder
Meeting of P&O Princess shareholders multiplied by the Equalization
Fraction in effect at the time such meeting of Carnival shareholders is
held, rounded up to the nearest whole number; and (iii) the number of
votes Cast as formal abstentions in relation to the Equivalent
Resolution of P&O Princess at the Parallel Shareholder Meeting of P&O
Princess shareholders multiplied by the Equalization Fraction in effect
at the time such meeting of Carnival shareholders is held, rounded up
to the nearest whole number;
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"P&O Princess SVC Constitution" means the Memorandum and Articles of
Association of P&O Princess SVC;
"SEC" means the United States Securities and Exchange Commission;
"Shares" means, in relation to P&O Princess, the P&O Princess Ordinary
Shares and, in relation to Carnival, the Carnival Common Stock;
"Special Voting Share" means, in relation to P&O Princess, the P&O
Princess Special Voting Share and, in relation to Carnival, the
Carnival Special Voting Share;
"Subsidiary" means with respect to P&O Princess or Carnival, any
entity, whether incorporated or unincorporated, in which P&O Princess
or Carnival owns, directly or indirectly, a majority of the securities
or other ownership interests having by their terms ordinary voting
power to elect a majority of the directors or other persons performing
similar functions, or the management and policies of which P&O Princess
or Carnival otherwise has the power to direct;
"Supermajority Resolution" means, with respect to Carnival or P&O
Princess, a resolution required by Applicable Regulations and/or the
Carnival Constitution or the P&O Princess Articles, as relevant, to be
approved by a higher percentage of votes Voted than required under a
Majority Resolution, or where the percentage of votes Voted in favour
and against the resolution is required to be calculated by a different
mechanism to that required by a Majority Resolution
"SVCs" means the P&O Princess SVC and the Carnival SVC;
"UKLA" means the Financial Services Authority in its capacity as
competent authority for the purposes of Part VI of the UK Financial
Services and Markets Act 2000; and
"Voted" means the number of votes recorded in favour of and against a
particular resolution at a shareholders' meeting of either P&O Princess
or Carnival by holders of Shares, holders of any other class of shares
entitled to vote and the holder of the relevant Special Voting Share
PROVIDED THAT votes recorded as abstentions by holders of Carnival
Common Stock or P&O Princess Ordinary Shares (or any other class of
shares entitled to vote) shall not be counted as having been Voted for
these purposes.
1.2 Interpretation
The headings herein are for convenience of reference only and do not
constitute part of this Deed and shall not be deemed to limit or
otherwise affect any of the provisions hereof. The following rules of
interpretation apply unless the context requires otherwise.
(a) The singular includes the plural and conversely.
(b) A gender includes all genders.
(c) Where a word or phrase is defined, its other grammatical forms
have a corresponding meaning.
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(d) A reference to a person includes a body corporate, an unincorporated
body or other entity.
(e) A reference to a clause is to a clause of this Deed unless otherwise
indicated.
(f) A reference to any party to this Deed or any other agreement or
document includes the party's successors and permitted assigns.
(g) A reference to any agreement or document is to that agreement or
document as amended, novated, supplemented, varied or replaced from
time to time, except to the extent prohibited by this Deed.
(h) A reference to any legislation (including any listing rules of a stock
exchange or voluntary codes) or to any provision of any legislation
includes any modification or re-enactment of it, any legislative
provision substituted for it and all rules and regulations and
statutory instruments issued thereunder.
(i) A reference to $ is to US dollars and a reference to (Pounds) is to
pounds sterling.
(j) A reference to conduct includes any omission and any statement or
undertaking, whether or not in writing.
(k) A reference to writing includes a facsimile transmission and any other
means of reproducing words in a tangible and permanently visible form.
(l) Whenever the words include, includes or including are used in this
Deed, they shall be deemed to be followed by the words without
limitation;
(m) A reference to a body, other than a party to this Deed (including, an
institute, association, authority or Governmental Agency), whether
statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or which substantially
succeeds to its powers or functions.
(n) All references to time are to local time in the place where the
relevant obligation is to be performed (or right exercised).
1.3 Business Day
Where the day on or by which any thing is to be done is not a Business Day,
that thing must be done on or by the Business Day preceding such day.
2. NOTIFICATION OF VOTES CAST ON JOINT ELECTORATE ACTIONS AT A PARALLEL
SHAREHOLDER MEETING AND CALCULATION OF SPECIFIED NUMBER
2.1 Notification by Carnival
Carnival agrees with P&O Princess SVC and P&O Princess that, in relation to
each meeting of Carnival shareholders at which any resolution relating to a
Joint Electorate Action is to be considered, Carnival shall, as soon as
possible after the Carnival
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shareholders (other than the Carnival SVC) entitled to vote on any such
resolution Cast those votes at such shareholder meeting, deliver to P&O
Princess SVC and P&O Princess in writing in accordance with clause 17.4 a
report of the inspectors of election for such shareholder meeting setting
forth the details in (a) below and a statement by a duly authorised officer
of Carnival setting forth the details in (b) below:
(a) how the votes were Cast (including the number of votes Cast) at the
meeting of Carnival shareholders in relation to each such Equivalent
Resolution; and
(b) its calculation of the Carnival Specified Numbers applicable to the
P&O Princess Special Voting Share for each Equivalent Resolution for a
Joint Electorate Action and of the way in which P&O Princess SVC is
required to vote the Carnival Specified Numbers attaching to the P&O
Princess Special Voting Share in relation to each such Equivalent
Resolution at the Parallel Shareholder Meeting of P&O Princess in
accordance with this Deed and the P&O Princess Articles.
2.2 Notification by P&O Princess
P&O Princess agrees with Carnival SVC and Carnival that, in relation to
each meeting of P&O Princess shareholders at which any resolution relating
to a Joint Electorate Action is to be considered, P&O Princess shall, as
soon as possible after the P&O Princess shareholders (other than the P&O
Princess SVC) entitled to vote on any such resolution Cast those votes at
such shareholder meeting, deliver to Carnival SVC and Carnival in writing
in accordance with clause 17.4 a report of the inspectors of election for
such shareholder meeting setting forth the details in (a) below and a
statement by a duly authorised officer of P&O Princess setting forth the
details in (b) below:
(a) how the votes were Cast (including the number of votes Cast) at the
meeting of P&O Princess shareholders in relation to each such
Equivalent Resolution; and
(b) its calculation of the P&O Princess Specified Numbers applicable to
the Carnival Special Voting Share for each Equivalent Resolution for a
Joint Electorate Action and of the way in which Carnival SVC is
required to vote the P&O Princess Specified Numbers attaching to the
Carnival Special Voting Share in relation to each such Equivalent
Resolution at the Parallel Shareholder Meeting of Carnival in
accordance with this Deed and the Carnival Constitution.
3. NOTIFICATION OF OUTCOME ON VOTE ON CLASS RIGHTS ACTIONS
3.1 Notification by Carnival
Carnival agrees with P&O Princess and P&O Princess SVC that, in relation to
each meeting of Carnival shareholders at which any resolution or
resolutions relating to a Class Rights Action is to be considered, Carnival
shall, as soon as possible after the Carnival shareholders (other than
Carnival SVC) entitled to vote on any such resolution Cast those votes at
such shareholder meeting, deliver to P&O Princess SVC and P&O Princess in
writing and in accordance with clause 17.4: (a) a report of the inspectors
of election for such shareholder meeting setting forth how the votes were
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Cast (including the number of votes Cast) at the meeting of Carnival
shareholders in relation to each such Equivalent Resolution; and (b) a
statement by a duly authorised officer of Carnival setting forth whether or
not each such Equivalent Resolution or resolutions was approved by the
requisite majority pursuant to the Carnival Constitution and/or Applicable
Regulations.
3.2 Notification by P&O Princess
P&O Princess agrees with Carnival and Carnival SVC that, in relation to
each meeting of P&O Princess shareholders at which any resolution or
resolutions relating to a Class Rights Action is to be considered, P&O
Princess shall, as soon as possible after the P&O Princess shareholders
(other than P&O Princess SVC) entitled to vote on any such resolution Cast
those votes at such shareholder meeting, deliver to Carnival SVC and
Carnival in writing and in accordance with clause 17.4: (a) a report of the
inspectors of election for such shareholder meeting setting forth how the
votes were Cast (including the number of votes Cast) at the meeting of P&O
Princess shareholders in relation to each such Equivalent Resolution; and
(b) a statement by a duly authorised officer of P&O Princess setting forth
whether or not the Equivalent Resolution or resolutions were approved by
the requisite majority pursuant to the P&O Princess Articles and/or
Applicable Regulations.
4. ATTENDANCE AT MEETINGS AND VOTING
4.1 Attendance at meetings
(a) Carnival SVC agrees with P&O Princess that, at every meeting of
Carnival shareholders at which any resolution relating to a Joint
Electorate Action or a Class Rights Action is to be considered,
Carnival SVC shall be present by its duly appointed corporate
representative or by proxy or proxies. Carnival agrees to notify
Carnival SVC in writing and in accordance with clause 17.4 at the time
it sends notice to its shareholders of a shareholder meeting whether
any resolution to be proposed at such meeting is a Joint Electorate
Action or a Class Rights Action and Carnival SVC shall be entitled to
rely on any such notice for the purposes of this Deed. Carnival also
agrees to notify Carnival SVC in advance and in writing in accordance
with clause 17.4 of the time and place at which an adjourned or
postponed meeting will be held and whether any resolution to be
proposed at such meeting is a Joint Electorate Action or a Class
Rights Action and Carnival SVC shall be entitled to rely on any such
notice for the purpose of this Deed.
(b) P&O Princess SVC agrees with Carnival that, at every meeting of P&O
Princess at which any resolution relating to a Joint Electorate Action
or a Class Rights Action is to be considered, P&O Princess SVC shall
be present by its duly appointed corporate representative or by proxy
or proxies. P&O Xxxxxxxx agrees to notify P&O Princess SVC in writing
and in accordance with clause 17.4 at the time it sends notice to its
shareholders of a shareholder meeting whether any resolution to be
proposed at such meeting is a Joint Electorate Action or a Class
Rights Action and P&O Princess SVC shall be entitled to rely on any
such notice for the purposes of this Deed. P&O Xxxxxxxx also agrees to
notify P&O Princess SVC in advance and in writing in accordance with
clause 17.4 of the time and place at which an adjourned or postponed
meeting will be held and whether any resolution to be proposed at
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such meeting is a Joint Electorate Action or a Class Rights Action and
Carnival SVC shall be entitled to rely on any such notice for the
purpose of this Deed.
4.2 Vote in accordance with constitution
(a) Carnival SVC agrees with Carnival and P&O Princess that it shall vote
the Carnival Special Voting Share in accordance with the requirements
of the Carnival Constitution and this Deed.
(b) P&O Princess SVC agrees with Carnival and P&O Princess that it shall
vote the P&O Princess Special Voting Share in accordance with the
requirements of the P&O Princess Articles and this Deed.
4.3 Vote on Joint Electorate Action
(a) Carnival SVC agrees with Carnival and P&O Princess that on any
resolution that relates to a Joint Electorate Action it will exercise
the voting rights attached to the Carnival Special Voting Share in
accordance with the reports and the statement delivered under clause
2.2.
(b) P&O Princess SVC agrees with Carnival and P&O Princess that on any
resolution that relates to a Joint Electorate Action it will exercise
the voting rights attached to the P&O Princess Special Voting Share in
accordance with the reports and the statement delivered under clause
2.1.
4.4 Vote on Class Rights Action
(a) Carnival SVC agrees with Carnival and P&O Princess that where it has
been notified by P&O Princess in accordance with clause 3.2 that a
Class Rights Action has (pursuant to the P&O Princess Articles and/or
Applicable Regulations) not been approved by the requisite majority of
votes at a P&O Princess meeting of shareholders then:
(i) if the resolution needs to be passed by a Majority Resolution it
shall vote the Carnival Special Voting Share to cast such number
of votes representing the largest whole percentage that is less
than the percentage of the number of votes as would be necessary
to defeat a Majority Resolution if the total votes capable of
being cast by the outstanding Carnival Common Stock and other
class of shares of Carnival that are entitled to vote pursuant to
Applicable Regulations and/or the Carnival Articles and By-laws
(including the Carnival Special Voting Share) were cast in favour
of the resolution at the Carnival Parallel Shareholder Meeting;
and
(ii) if the resolution needs to be passed by a Supermajority
Resolution it shall vote the Carnival Special Voting Share to
cast such number of votes representing the largest whole
percentage that is less than the percentage of the number of
votes as would be necessary to defeat a Supermajority Resolution
if the total votes capable of being cast by the outstanding
Carnival Common Stock and other class of shares of Carnival that
are entitled to vote pursuant to Applicable Regulations and/or
the Carnival Articles and By-laws (including the Carnival
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Special Voting Share) were cast in favour of the resolution at
the Carnival Parallel Shareholder Meeting.
(b) P&O Princess SVC agrees with Carnival and P&O Princess that where it
has been notified by Carnival in accordance with clause 3.1 that a
Class Rights Action has (pursuant to the Carnival Constitution and/or
Applicable Regulations) not been approved by the requisite majority of
votes at a Carnival meeting of shareholders then:
(i) if the resolution needs to be passed by an ordinary resolution,
it shall vote the P&O Princess Special Voting Share to cast such
number of votes representing the largest whole percentage that is
less than the percentage of the number of votes as would be
necessary to defeat an ordinary resolution if the total votes
capable of being cast by the outstanding P&O Princess Ordinary
Shares and other class of shares of P&O Princess that are
entitled to vote pursuant to Applicable Regulations and/or the
P&O Princess Memorandum and Articles (including the P&O Princess
Special Voting Share) were cast in favour of the resolution at
the P&O Princess Parallel Shareholder Meeting; and
(ii) if the resolution needed to be passed by a special (or
extraordinary) resolution, it shall vote the P&O Princess Special
Voting Share to cast such number of votes representing the
largest whole percentage that is less than the percentage of the
number of votes (less one vote) as would be necessary to defeat a
special (or extraordinary) resolution if the total votes capable
of being cast by the outstanding P&O Princess Ordinary Shares and
other class of shares of P&O Princess that are entitled to vote
pursuant to Applicable Regulations and/or the P&O Princess
Memorandum and Articles (including the P&O Princess Special
Voting Share) were cast in favour of the resolution at the P&O
Princess Parallel Shareholder Meeting.
4.5 Amendments to resolutions
(a) Carnival SVC is entitled to rely on a certificate from a duly
authorised officer of Carnival and a duly authorised officer of P&O
Princess that for all purposes of this Deed an amendment to a
resolution to approve a Joint Electorate Action is made in accordance
with the Carnival Constitution and Applicable Regulations and that the
resolution as amended is the Equivalent Resolution to the resolution
considered at the Parallel Shareholder Meeting of P&O Princess Such
certificate shall be given in accordance with clause 17.4.
(b) P&O Princess SVC is entitled to rely on a certificate from a duly
authorised officer of P&O Princess and a duly authorised officer of
Carnival that for all purposes of this Deed an amendment to a
resolution to approve a Joint Electorate Action is made in accordance
with the P&O Princess Articles and Applicable Regulations and that the
resolution as amended is the Equivalent Resolution to the resolution
considered at the Parallel Shareholder Meeting of Carnival. Such
certificate shall be given in accordance with clause 17.4.
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4.6 No discretion as to voting
Each of the SVCs agrees with Carnival and P&O Princess that it has no
discretion as to how to vote the P&O Princess Special Voting Share and/or
the Carnival Special Voting Share (as applicable) and that it shall only
vote those shares in accordance with this Deed and in accordance with the
P&O Princess Articles and/or the Carnival Constitution.
4.7 Procedural and technical resolutions
Either SVC will be entitled to rely on a certificate given to it in writing
(in accordance with clause 17.4) by the Chairman of the relevant
shareholder meeting that a resolution is a procedural or technical
resolution (in accordance with the P&O Princess Articles or the Carnival
Constitution (as applicable)) and the Carnival Special Voting Share or the
P&O Princess Special Voting Share (as applicable) will not have any votes
in respect of such resolution. If a resolution is proposed for the first
time during a meeting of shareholders of either P&O Princess or Carnival
(whereby "proposed for the first time" means it was not set out in the
notice of the relevant shareholders' meeting) and is determined by the
Chairman of the relevant shareholder meeting (in accordance with the P&O
Princess Articles or the Carnival Constitution (as applicable)) not to be a
resolution of a procedural or technical nature then, if such resolution is
to be voted on by shareholders, it will be voted on in the same way as any
other Joint Electorate Action or Class Rights Action (as applicable) (and,
for the avoidance of doubt, proper notice of such resolution will first be
given to shareholders, including to the SVCs).
5. DEALINGS
5.1 P&O Princess SVC
Subject to clause 16.3, P&O Princess SVC agrees with Carnival and P&O
Princess that it shall not deal with the P&O Princess Special Voting Share
or any interest in (or right attaching to) such share without the prior
written consent of both Carnival and P&O Princess, such consent to be in
the absolute discretion of Carnival and P&O Princess. No transfer of the
P&O Princess Special Voting Share shall be effective unless and until the
transferee of such share, as consented to by Carnival and P&O Princess, has
agreed to be bound by this Deed or entered into a deed on equivalent terms.
Any dealing by the P&O Princess SVC in violation of this clause 5.1 shall
be null and void.
5.2 Carnival SVC
Subject to clause 16.2, Carnival SVC agrees with P&O Princess and Carnival
that it shall not deal with the Carnival Special Voting Share or any
interest in (or right attaching to) such share without the prior written
consent of both Carnival and P&O Princess, such consent to be in the
absolute discretion of Carnival and P&O Princess. No transfer of the
Carnival Special Voting Share shall be effective unless and until the
transferee of such share, as consented to by Carnival and P&O Princess, has
agreed to be bound by this Deed or entered into a deed on equivalent terms.
Any Dealing by the Carnival SVC in violation of this clause 5.2 shall be
null and void.
11
6. OBLIGATIONS SUBJECT TO APPLICABLE REGULATIONS
The obligations of the parties under this Deed will be subject to any
Applicable Regulations. The parties will use their best endeavours to
remedy a situation where Applicable Regulations prevent any party from
performing its obligations hereunder.
7. DEFAULT BY CARNIVAL OR P&O PRINCESS
If at any time Carnival or P&O Princess defaults in the performance or
observance of any obligation or other provision binding on it under or
pursuant to this Deed and owed to Carnival SVC or P&O Princess SVC,
respectively, Carnival SVC or P&O Princess SVC, as the case may be, shall
take such actions or institute such proceedings as it may reasonably
consider to be appropriate in relation to any such default and shall not be
obliged to give notice of its intention to do so.
8. SUPPLY OF INFORMATION; CONFIDENTIALITY
8.1 Supply of information
So long as Carnival SVC is registered as the holder of the Carnival Special
Voting Share and P&O Princess SVC is registered as the holder of the P&O
Princess Special Voting Share, Carnival and P&O Princess shall each give to
P&O Princess SVC and Carnival SVC, as the case may be, or any person
approved by Carnival or P&O Princess and appointed in writing by Carnival
SVC or P&O Princess SVC, as the case may be, such information as Carnival
SVC or P&O Princess SVC, as the case may be, or such appointed person shall
reasonably require (other than information which is of a price-sensitive
nature and not generally available) for the purpose of the discharge of the
powers, duties and discretions vested in Carnival SVC or P&O Princess SVC,
as the case may be, under this Deed. All information provided by P&O
Princess and Carnival under this clause 8.1 shall (if requested by Carnival
SVC or P&O Princess SVC) be in writing and in accordance with clause 17.4
and contained in a certificate of a duly authorised officer of P&O Princess
or a duly authorised officer of Carnival.
8.2 Confidentiality
Each of Carnival SVC and P&O Princess SVC shall not, and will use its
respective best endeavours to ensure that any person appointed in writing
by it in accordance with clause 8.1 shall not divulge any information given
to it pursuant to clauses 2, 3, 4.5 and 8.1 which is confidential or
proprietary to the party which gave it the information, in each case,
unless prior written approval is given by the party which gave the
information or unless required by Applicable Regulations. If disclosure of
any such information is required by Applicable Regulations, the Carnival
SVC and/or the P&O Princess SVC (as relevant) will, to the extent
practicable, first consult with P&O Princess and Carnival as to the form,
content and timing of such disclosure.
9. REMUNERATION AND EXPENSES OF SVCS
9.1 Fees and expenses
Carnival shall pay or ensure that payment is made to P&O Princess SVC or as
it shall otherwise direct, and P&O Princess shall pay or ensure that
payment is made to Carnival SVC or as it shall otherwise direct, such fees
and expenses as may be agreed
12
from time to time between Carnival, P&O Princess and the SVCs for the
performance by the SVCs of their obligations pursuant to this Deed.
9.2 Period of remuneration
The remuneration referred to in clause 9.1 shall continue to be payable
(a) by Carnival until the later of: (a) P&O Princess SVC ceasing to be
registered as the holder of the P&O Princess Special Voting Share
and (b) the termination of this Deed in accordance with clause 16;
and
(b) by P&O Princess until the later of (a) Carnival SVC ceasing to be
registered as the holder of the Carnival Special Voting Share and
(b) the termination of this Deed in accordance with clause 16.
9.3 Exceptional duties
In the event either SVC finds it is necessary or otherwise required to
undertake any duties which would not have been reasonably contemplated in
relation to the performance of its obligations and the exercise of the
powers, authorities and discretions vested in it under this Deed, Carnival
shall pay to P&O Princess SVC or as it shall otherwise direct and P&O
Princess shall pay to Carnival SVC or as it shall otherwise direct such
special remuneration in addition to that referred to in clause 9.1 as
shall be mutually agreed.
9.4 VAT and similar taxes
The remuneration referred to in clause 9.1 and any additional special
remuneration payable under clause 9.3 shall be exclusive of any value
added tax, sales tax, use tax or any similar transaction tax which shall
be added at the rate applicable in the circumstances and paid by P&O
Princess and/or Carnival, as the case may be.
9.5 Expenses
Carnival and P&O Princess shall pay all travelling and other costs,
charges and expenses including legal costs and other professional fees
(including, where applicable, value added tax or any similar tax) which
each of the SVCs may properly incur in relation to the performance of its
obligations and the exercise of the powers, authorities and discretions
vested in it under this Deed and/or any costs and expenses incurred in
connection with the valid termination of this Deed and the resulting
transfer in accordance with clause 16.2 or 16.3 of the Carnival Special
Voting Share or the P&O Princess Special Voting Share, as the case may be
or with the transfer of the P&O Princess Special Voting Share or the
Carnival Special Voting Share under clause 16.4.
10. POWER OF SVCs
10.1 Act on advice
Each of the SVCs may in the proper performance of its obligations and the
exercise of the powers, authorities and discretion vested in it under this
Deed act on the opinion or advice of or information obtained from any
lawyer, banker, valuer, accountant, transfer agent, the share registrar or
inspector of election at such time of Carnival or P&O Princess or other
expert, whether obtained by Carnival or P&O Princess or by
13
the SVCs or otherwise, and in such case, provided that the SVC shall have
acted reasonably in its choice of any such person, the SVC shall not be
responsible for any losses, liabilities, costs, claims, actions, damages,
expenses or demands which it may incur or which may be made against it in
connection with or occasioned by so acting. Any such opinion, advice or
information may be sought or obtained by electronic mail, letter,
facsimile or other means of written communication. The SVCs shall not be
liable for acting on any opinion, advice or information or for acting on,
implementing and giving effect to any decision, determination or
adjustment purporting to be conveyed by any such written communication
reasonably appearing on its face to be authentic even though it contains
an error or is not authentic.
10.2 Powers of SVCs
Each of the SVCs shall have all requisite powers, authorities and
discretions as shall be necessary or appropriate to enable it to take all
and any such actions as are contemplated by the provisions of this Deed
and the relevant provisions of the Carnival Constitution and the P&O
Princess Articles.
10.3 Act on resolution
Carnival SVC and P&O Princess SVC shall not be responsible, respectively,
for having acted upon or having implemented or given effect to any
resolution purporting to have been passed:
(a) as a resolution of Carnival at any meeting of Carnival shareholders;
or
(b) as a resolution of P&O Princess at any meeting of P&O Princess
shareholders,
minutes for which have been made and signed (or in respect of which it has
been informed in accordance with this Deed by any director of Carnival or
P&O Princess or the secretary of Carnival or P&O Princess or other duly
authorised person that the resolution has been passed) even though it may
subsequently be found that there was some defect in the constitution of
the meeting or the passing of the resolution or that for any reason the
resolution was not valid or binding upon the holders of the relevant
shares or (as the case may be) was not in accordance with this Deed.
10.4 Validity of notices
The SVCs shall be at liberty to accept a notice given under clause 17.4
signed or purporting to be signed by any director of Carnival or P&O
Princess or the secretary of Carnival or P&O Princess or any other duly
authorised officer or person, as appropriate, and shall be at liberty to
accept such certificate or notice in order to satisfy any factor or matter
upon which Carnival SVC or P&O Princess SVC may in the performance of any
of its obligations and the exercise of any of the powers, authorities and
discretions under this Deed (including a notification, report, statement
or certificate referred to in clauses 2.1, 2.2, 3.1, 3.2, 4.1, 4.3, 4.4 or
4.5) or a statement to the effect that in the opinion of the persons so
certifying any particular dealing, transaction, step or thing is
expedient. The SVCs shall not be in any way bound to call for further
evidence nor to verify the accuracy of the contents of such certificate,
report, statement or notice nor to be responsible for any losses,
liabilities, costs, damages, actions, demands or expenses or for any
breach of any of the provisions of this Deed that may be occasioned by
accepting or acting or relying on any such certificate, report, statement
or notice.
14
10.5 Assumption of no breach
The SVCs shall not be bound to take any steps to ascertain whether any
breach of any of the provisions of this Deed has occurred and, until it
has actual knowledge to the contrary, the SVC shall be entitled to assume
that no such breach has occurred.
10.6 Discretions
Save as otherwise expressly provided in this Deed (including for the
avoidance of doubt in clauses 4, 5 and 16), each SVC shall, as regards all
powers, authorities and discretions vested in it under this Deed, have
absolute and uncontrolled discretion as to the exercise or non-exercise
thereof and, provided it shall have acted honestly and reasonably, it
shall be in no way responsible for any losses, costs, damages, expenses,
liabilities, actions, demands or inconveniences that may result from the
exercise or non-exercise thereof.
11. INDEMNITIES
11.1 Indemnity by Carnival
Subject to clause 11.3, Carnival agrees with P&O Princess SVC to indemnify
it, its directors, officers, employees, controlling persons and every
attorney, manager, agent, delegate or other person appointed by it under
this Deed against all liabilities and expenses properly incurred by it or
such persons in the performance or purported performance of its
obligations under this Deed and of any powers, authorities or discretions
vested in it or such persons pursuant to this Deed and against all
actions, proceedings, costs, claims, damages, expenses and demands in
respect of any matter or thing done or omitted in any way relating to this
Deed, including the institution by P&O Princess SVC of any proceedings
pursuant to clause 7 in respect of any default by Carnival or P&O
Princess.
11.2 Indemnity by P&O Princess
Subject to clause 11.3, P&O Princess agrees with Carnival SVC to indemnify
it, its directors, officers, employees, controlling persons and every
attorney, manager, agent, delegate or other person appointed by it under
this Deed against all liabilities and expenses properly incurred by it or
such persons in the performance or purported performance of its
obligations under this Deed and of any powers, authorities or discretions
vested in it or such persons pursuant to this Deed and against all
actions, proceedings, costs, claims, damages, expenses and demands in
respect of any matter or thing done or omitted in any way relating to this
Deed, including the institution by Carnival SVC of any proceedings
pursuant to clause 7 in respect of any default by Carnival or P&O
Princess.
11.3 Limitation to indemnities
Nothing contained in this Deed shall, in any circumstance in which either
SVC or, as the case may be, any attorney, manager, agent, delegate or
other person appointed by either SVC under this Deed (collectively
"Indemnified Parties") has been guilty of fraud or negligence in the
performance of any of its duties under this Deed or has willfully
defaulted in its obligations, or has willfully breached its obligations,
under this Deed, exempt such Indemnified Party or Parties from, or
indemnify such Indemnified Party or Parties against, any liability for
breach of contract or any
15
liability which by virtue of any rule of law would otherwise attach to
such Indemnified Party or Parties in respect of any fraud, negligence or
willful default of which such Indemnified Party or Parties may be guilty
in relation to their duties under this Deed.
12. SVCs' ACTIVITIES
For as long as Carnival SVC shall be registered as the holder of the
Carnival Special Voting Share and P&O Princess SVC shall be registered as
the holder of the P&O Princess Special Voting Share, the SVCs and [.]
agree that the only activities carried out by the SVCs (unless both
Carnival and P&O Princess otherwise expressly agree in writing) shall be
such activities as are necessary or expedient in order for each SVC to
perform its obligations and exercise its powers, authorities and
discretions pursuant to this Deed, the Carnival Constitution and the P&O
Princess Articles, as the case may be, and enforce the performance by each
of Carnival and P&O Princess of its obligations under them.
13. MEMBERS AND DIRECTORS OF SVcs
13.1 Members of SVCs
For as long as Carnival SVC shall be registered as the holder of the
Carnival Special Voting Share and P&O Princess SVC shall be the registered
holder of the P&O Princess Special Voting Share, [.], Carnival and P&O
Princess agree that the SVCs will have only one member, being [.], and
that Carnival SVC shall maintain its status as a limited liability company
under the laws of England and Wales and P&O Princess SVC shall maintain
its status as a limited liability company under the laws of England and
Wales.
13.2 Directors of SVCs
For as long as Carnival SVC shall be registered as the holder of the
Carnival Special Voting Share and P&O Princess SVC shall be the registered
holder of the P&O Princess Special Voting Share, the board of directors of
each of the SVCs shall comprise such persons as are appointed or approved
by [.]. [.] shall not appoint any person as a director of the SVCs who is
an employee or director of either the Carnival Group or the P&O Princess
Group.
14. AMENDMENTS TO THIS DEED
The SVCs and [.] shall at any time concur with P&O Princess and Carnival
in making any modifications to the provisions of this Deed which:
(a) are formal or technical amendments and which Carnival and P&O
Princess notify are not materially prejudicial to the interests of
either Carnival or P&O Princess shareholders;
(b) are necessary to correct manifest errors in this Deed or
inconsistencies between provisions of this Deed or between provisions
of this Deed and the Equalization Agreement; or
(c) have previously been approved as a Class Rights Action,
16
provided in each case that if such modification affects (including
increasing or reducing respectively) the obligations or rights of the SVCs
and/or [.] under this Deed or any provision affecting the performance by
Carnival SVC, P&O Princess SVC and/or [.] of its obligations under this
Deed, such modification shall require the consent of the SVCs and/or [.],
such consent not to unreasonably withheld or delayed.
15. DAMAGES NOT ADEQUATE REMEDY
Each of the SVCs, Carnival, P&O Princess and [.] hereby acknowledge and
agree with each other that damages would not be an adequate remedy for the
breach of any provision of this Deed and, accordingly, each shall be
entitled to the remedies of injunction, specific performance and other
equitable remedies for any such threatened or actual breach.
16. TERMINATION
16.1 Automatic termination
This Deed shall automatically terminate:
(a) upon termination of the Equalization Agreement in accordance with its
terms; or
(b) if a resolution to terminate this Deed is approved by the
shareholders of Carnival and P&O Princess as a Class Rights Action,
provided that clauses 8.2, 9, 11, 16.1, 16.2, 16.3 and 16.4 shall continue
and bind the parties for so long as may be necessary to give full effect
to the rights and obligations arising under them and provided that clauses
8.1 and 10.4 shall continue and bind the parties for so long as Carnival
SVC is registered as the holder of the Carnival Special Voting Share or
P&O Princess SVC is registered as the holder of the P&O Princess Special
Voting Share
16.2 Transfer of Carnival Special Voting Share
Upon termination of this Deed in accordance with clause 16.1, Carnival SVC
shall promptly, upon being requested to do so, transfer the Carnival
Special Voting Share to such person as the Board of Carnival directs it to
in writing. Pending notification, Carnival SVC shall have no obligation
whatsoever in respect of the Carnival Special Voting Share or under this
Deed except that Carnival SVC must not Deal with the Carnival Special
Voting Share or any interest in, or right attaching to, that share other
than in accordance with such notification, which is to be given within 6
months after the date of termination of this Deed and must be given in
writing in accordance with clause 17.4.
16.3 Transfer of P&O Princess Special Voting Share
Upon termination of this Deed in accordance with clause 16.1, P&O Princess
SVC shall promptly, upon being requested to do so, transfer the P&O
Princess Special Voting Share to such person as is notified by the Board
of P&O Princess. Pending notification, P&O Princess SVC shall have no
obligation whatsoever in respect of the P&O Princess Special Voting Share
or under this Deed except that P&O Princess SVC must not Deal with the P&O
Princess Special Voting Share or any interest in, or
17
right attaching to, that share other than in accordance with such
notification, which is to be given within 6 months after the date of
termination of this Deed and must be given in writing in accordance with
clause 17.4
16.4 Replacement of [.]
If given notice under clause 17.4 to do so by a duly authorised officer of
P&O Princess and by a duly authorised officer of Carnival, P&O Princess SVC
shall within two months of receipt of such notice transfer the P&O Princess
Special Voting Share to such person as is notified to it in the
aforementioned notice ("First Novated Person") and Carnival SVC shall
within two months of receipt of such notice transfer the Carnival Special
Voting Share to such person as notified to in the aforementioned notice
("Second Novated Person"). The P&O Princess SVC agrees to novate its rights
and obligations under this Deed to the First Novated Person, Carnival SVC
agrees to novate its rights and obligations under this Deed to the Second
Novated Person and [o] agrees to novate its rights and obligations under
this Deed to such person as notified in the aforementioned notice ("New SVC
Owner"). The provisions of this clause 16.4 shall apply, mutatis mutandis,
to any subsequent notification by a duly authorised officer of P&O Princess
and by a duly authorised officer of Carnival to replace the First Novated
Person, the Second Novated Person, and the New SVC Owner. Following any
such transfer, references in the Deed to the P&O Princess SVC shall instead
be to the First Novated Person, references in this Deed to the Carnival SVC
shall be to the Second Novated Person and references in this Deed to [o]
shall be to the New SVC Owner.
17. GENERAL
17.1 No assignment
This Deed shall not be assignable by operation of law or otherwise, and any
purported assignment (whether in whole or in part) in violation of this
provision shall be void.
17.2 No partnership or agency
This Deed is not intended to alter the status of the parties as separate,
independent entities, to create a partnership, joint venture or agency
relationship between the parties or their respective Subsidiaries or
shareholders, or to give any party (or its respective Subsidiaries or
shareholders) any legal or beneficial ownership interest in the assets or
income of the other parties, and they shall not be construed as having that
effect.
17.3 Regulatory
All parties to this Deed will co-operate with each other from time to time
to ensure that all information necessary or desirable for the making of (or
responding to any requests for further information with respect to) any
notifications or filings made in respect of this Deed, or the transactions
contemplated by this Deed, is supplied to the party dealing with such
notification and filings and that they are properly, accurately and
promptly made.
17.4 Notices
Any notice, certificate, report or statement given under this Deed:
18
(a) must be in writing addressed to the intended recipient at the address
shown below:
Carnival Corporation
0000 X.X. 00/xx/ Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: Chairman and Chief Executive Officer
Fax: [.]
with copies to
Carnival Corporation
0000 X.X. 00/xx/ Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: General Counsel
Fax: [.]
Carnival SVC Limited
[.]
Attention: The Company Secretary (Ref: [.])
Fax: [.]
P&O Princess Cruises plc
00 Xxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XX
Attention: Chief Executive Officer
Fax: (x00) 00 00000000
with copies to
P&O Princess Cruises plc
00 Xxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XX
Attention: General Counsel
Fax: (x00) 00 0000 0000
P&O Princess SVC Limited
[.]
Attention: The Company Secretary
Fax:
19
[.]
[Address]
Attention: The Company Secretary (Ref [.])
Fax: (+44) [.]
Or to such other persons or addresses as may be designated in writing
by any party pursuant to this clause 17.4.
(b) must be signed by a person duly authorised by the sender,
(c) Notices, certificates, reports and statements given under this Deed
shall be in writing and shall be deemed given (i) when sent if sent by
facsimile and promptly confirmed by telephone confirmation thereof; or
(ii) when delivered, if delivered personally to the intended recipient
or sent by overnight delivery via a national courier service, and in
each case, addressed to such person or persons in accordance with this
clause 17.4.
17.5 Severability
If any provision of this Deed is held to be invalid or unenforceable, then
such provision shall (so far as it is invalid or unenforceable) be given no
effect and shall be deemed not to be included in this Deed but without
invalidating any of the remaining provisions of this Deed. The parties
shall then use all reasonable endeavours to replace the invalid or
unenforceable provisions by a valid and enforceable substitute provision
the effect of which is as close as possible to the intended effect of the
invalid or unenforceable provision.
17.6 Waivers
(a) Waiver of any right arising from a breach of this Deed or of any
right, power, authority, discretion or remedy arising upon default
under this Deed must be in writing and signed by the party granting
the waiver.
(b) A failure or delay in exercise, or partial exercise, of
(i) a right arising from a breach of this Deed; or
(ii) a right, power, authority, discretion or remedy created or arising
upon default under this Deed,
does not result in a waiver of that right, power, authority, discretion or
remedy.
(c) A party is not entitled to rely on a delay in the exercise or
non-exercise of a right, power, authority, discretion or remedy
arising from a breach of this Deed or on a default under this Deed as
constituting a waiver of that right, power, authority, discretion or
remedy.
(d) A party may not rely on any conduct of another party as a defence to
exercise of a right, power, authority, discretion or remedy by that
other party.
(e) This clause may not itself be waived except by writing.
20
(f) No waiver by a party of a failure or failures by the other party
to perform any provision of this Deed shall operate or be
construed as a waiver in respect of any other or further failure
whether of alike or different character.
17.7 Variation
A variation of any term of this Deed must be in writing and signed by
all parties to this Deed.
17.8 Further assurances
Each party shall take all steps, execute all documents and do
everything reasonably required by the other parties to give effect to
any of the transactions contemplated by this Deed.
17.9 Counterparts
This Deed may be executed in any number of counterparts. All
counterparts taken together will be taken to constitute one and the
same instrument.
17.10 Third Parties Rights
A person who is not a party to this Deed shall have no right under the
UK Contracts (Rights of Third Parties) Act 1999 to enforce any of its
terms.
17.11 Governing law and jurisdiction
(a) This Deed and the relationship between the parties shall be
governed by, and interpreted in accordance with, English law.
(b) All of the parties agree that the courts of England are to have
exclusive jurisdiction to settle any disputes (including claims
for set-off and counterclaims) which may arise in connection with
the creation, validity, effect, interpretation or performance of,
or the legal relationships established by, this Deed or otherwise
arising in connection with this Deed, and for such purposes
irrevocably submit to the jurisdiction of the English courts.
(c) The parties irrevocably waive any objections to the jurisdiction
of any court referred to in this clause 17.11.
(d) The parties irrevocably consent to service of process or any
other documents in connection with proceedings in any court by
facsimile transmission, personal service, delivery at any address
specified in this Deed or any other usual address, mail or in any
other manner permitted by English law, the law of the place of
service or the law of the jurisdiction where proceedings are
instituted.
XXXX delivered as a DEED on the date inserted above
21
EXECUTED as a DEED by )
CARNIVAL CORPORATION )
by a duly authorised officer )
_____________________________
Signature
_____________________________
Print name
_____________________________
Office held
EXECUTED as a DEED by )
CARNIVAL SVC LIMITED )
acting by two Directors/a Director and )
Secretary )
EXECUTED as a DEED by )
P&O PRINCESS CRUISES PLC )
acting by two Directors/a Director and )
Secretary )
EXECUTED as a DEED by )
P&O PRINCESS SVC LIMITED )
acting by two Directors/a Director and )
Secretary )
22
EXECUTED as a DEED by )
[.] )
acting by two Directors/a Director and )
Secretary )
23
