0000815097-24-000057 Sample Contracts

FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Restricted Stock Unit Agreement • June 27th, 2024 • Carnival PLC • Water transportation • Florida

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) shall apply to the grant of performance-based Restricted Stock Units made to employees of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or employees of an Affiliate, on [GRANT DATE] (the “Date of Grant”) under the Carnival Corporation 2020 Stock Plan (the “Plan”).

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CARNIVAL CORPORATION, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, INDENTURE Dated as of April 25, 2024 EUR 500,000,000 5.750% SENIOR UNSECURED NOTES DUE 2030
Carnival PLC • June 27th, 2024 • Water transportation • New York

INDENTURE, dated as of April 25, 2024, among Carnival Corporation, a Panamanian corporation (the “Issuer”), Carnival plc, a company incorporated and registered under the laws of England and Wales (“Carnival plc”), the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).

FORM OF NON-EMPLOYEE DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Stock Award Agreement • June 27th, 2024 • Carnival PLC • Water transportation • Florida

THIS AGREEMENT (the “Agreement”) is made effective as of [GRANT DATE], (hereinafter the “Grant Date”) between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the “Company”), and [NAME] (the “Director”), pursuant to the Carnival Corporation 2020 Stock Plan (the “Plan”).

FORM OF TIME-BASED RESTRICTED STOCK UNIT AGREEMENT FOR THE CARNIVAL CORPORATION 2020 STOCK PLAN
Restricted Stock Unit Agreement • June 27th, 2024 • Carnival PLC • Water transportation • Florida

THIS TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) shall apply to the grant of time-based Restricted Stock Units made to employees of Carnival Corporation, a corporation organized under the laws of the Republic of Panama, (the “Company”) or employees of an Affiliate, effective [GRANT DATE] (the “Grant Date”) under the Carnival Corporation 2020 Stock Plan (the “Plan”).

REPRICING AMENDMENT NO. 1 TO TERM LOAN AGREEMENT dated as of April 25, 2024 among CARNIVAL FINANCE, LLC, as Co-Borrower, CARNIVAL CORPORATION, as Lead Borrower, CARNIVAL PLC, as a Guarantor, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY...
Term Loan Agreement • June 27th, 2024 • Carnival PLC • Water transportation • New York

This REPRICING AMENDMENT NO. 1 (this “Amendment”), dated as of April 25, 2024, by and among Carnival Corporation, a Panamanian corporation (the “Lead Borrower”), Carnival Finance, LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Lead Borrower, the “Borrowers”), Carnival plc, a company incorporated under the laws of England and Wales (“Carnival plc”), the Subsidiary Guarantors party hereto (together with Carnival plc, the “Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) and each of the Lenders party hereto.

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