REG-Carnival PLC: Carnival Amendment to Credit Agreement

CarnivalAnnouncement

06/01/2021 14:30

Carnival Corporation and Carnival plc Announce Amendment of Multicurrency
Resolving Credit Agreement

MIAMI (January 6, 2021) – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) announce that its joint current report on Form 8-K was filed with the
U.S. Securities and Exchange Commission on January 6, 2021.  As described in
the joint current report on Form 8-K, on December 31, 2020, Carnival
Corporation, Carnival plc and certain of their subsidiaries entered into an
Amendment Agreement (the “Amendment Agreement”) to the multicurrency
revolving credit agreement (the “Facility Agreement”), originally dated
May 18, 2011, as amended and restated most recently on August 6, 2019, among
Carnival Corporation, Carnival plc, certain of their subsidiaries, the lenders
party thereto and Bank of America Europe Designated Activity Company (formerly
known as Bank of America Merrill Lynch International Designated Activity
Company) as facilities agent. The Facility Agreement was filed with the
Quarterly Report on Form 10-Q for the quarter ended August 31, 2019.

Among other things, the Amendment Agreement:
* increases the ratio of debt to capitalization from the testing date on
November 30, 2021 to February 28, 2024 (Clause 26.3 of the Facility Agreement
as amended by the Amendment Agreement (the “Amended Facility Agreement”)),
expanding the limit of the debt to capitalization ratio;
* introduces new financial covenants:  a minimum liquidity covenant from the
testing date on February 28, 2021 to November 30, 2022 (Clause 26.5 of the
Amended Facility Agreement), and a minimum interest coverage covenant from the
testing date on February 28, 2023, for the remainder of the term of the
Facility Agreement (Clause 26.4 of the Amended Facility Agreement);
* restricts the grant of guarantees in respect to certain outstanding debt
until November 30, 2024 unless the entity granting the guarantee was already
an obligor or guarantor of such debt (Clause 27.8 of the Amended Facility
Agreement), and the incurrence of security interests on certain vessels to
secure certain outstanding debt until November 30, 2024 (Clause 27.9 of the
Amended Facility Agreement); and
* requires Carnival Corporation, Carnival plc and their restricted
subsidiaries to adhere to certain negative covenants and restrictions until
November 30, 2024, including, but not limited to, limitations on indebtedness,
liens, investments and restricted payments (subject to certain permitted
exceptions), which are substantially consistent with those contained in the
indenture governing the Carnival Corporation 5.625% Senior Unsecured Notes due
2026 (Clause 27.11 of the Amended Facility Agreement).
The Amendment Agreement also provides that during the remainder of the term of
the Facility Agreement EURIBOR and LIBOR shall be deemed to have a 0% floor.

Some of the lenders under the Facility Agreement and their affiliates have
various relationships with Carnival Corporation, Carnival plc and certain of
their subsidiaries involving the provision of financial services, including
cash management and investment banking services. In addition, Carnival
Corporation and Carnival plc have entered into other loan arrangements as well
as certain derivative arrangements with certain of the lenders and their
affiliates.

The foregoing description of the Amendment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Amendment
Agreement, which is attached to the Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.

A copy of the joint current report on Form 8-K has been submitted to the
National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the joint
current report on Form 8-K is also available on the Carnival Corporation & plc
website at www.carnivalcorp.com or www.carnivalplc.com.

 MEDIA CONTACT     INVESTOR RELATIONS CONTACT  
 Roger Frizzell    Beth Roberts                
 001 305 406 7862  001 305 406 4832            

#32874976v1 – UK Announcement - Amendment Agreement dated December 31, 2020
to Multicurrency Facilities Agreement



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