Exhibit 4
CARNIVAL CORPORATION
OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 3.1 AND 3.3 OF THE INDENTURE IDENTIFIED BELOW
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The undersigned officers of Carnival Corporation (the "Company"),
acting pursuant to authorizations contained in resolutions of (i) the Board of
Directors of the Company (the "Board") duly adopted on November 4, 1993, and
(ii) the Executive Committee of the Board duly adopted on January 7, 1998, do
hereby authorize, adopt and approve the following terms for a series (the
"Series") of the Company's debt securities to be issued under an indenture dated
as of March 1, 1993 (the "Indenture") from the Company to First Trust National
Association, as trustee (the "Trustee"), and which have been registered for sale
with the Securities and Exchange Commission pursuant to a Registration Statement
on Form S-3 (No. 33-50947) under the Securities Act of 1933, as amended. The
terms set forth below are qualified in their entirety by reference to the terms
relating to the Series that are contained in (i) the form of debenture (the
"Form of Debenture") that is attached hereto as Exhibit A, and (ii) the
Prospectus Supplement dated January 6, 1998 to the Prospectus dated January 6,
1998 (the "Prospectus Supplement") attached hereto as Exhibit B, all of which
terms are hereby authorized, adopted and approved. In the event of any conflict
or discrepancy between the terms contained in this Certificate and/or the
Prospectus Supplement and the terms contained in the Form of Debenture, the
terms contained in the Form of Debenture shall control. Capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth in the
Indenture.
Subject to the foregoing, the following are hereby authorized, adopted
and approved as the terms of the Series:
4.4 Title of Securities of the Series 6.65% Debentures Due January 15,
2028 (the "Debentures")
4.5 Limit, if any, of the aggregate
principal amount of Securities of
the Series: $200,000,000
4.6 Date or dates on which the principal
of Securities of the Series is payable
(maturity date): January 15, 2028.
4.7 With respect to interest on
Securities of the Series:
(a) The rate and method of
calculation thereof: 6.65% per annum.
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(b) The date from which such
interest shall accrue: January 15, 1998
(c) Interest Payment Dates: January 15 and July 15,
commencing July 15, 1998.
(d) Regular Record Dates for
interest payable on any
Interest Payment Date: To holders of record at the close
of business on January 1 or July
1 prior to the Interest Payment
Date.
4.8 Place or places where principal
and interest on Securities of the
Series shall be payable, and where
Securities of the Series may be
surrendered for exchange: At the office or agent of First
Trust National Association (the
"Trustee") in the Borough of
Manhattan, The City of New York;
at the office of the Trustee at
180 East Fifth Street, St. Paul,
Minnesota 55101; or at such other
office as any executive officer
of the Company may designate,
except that payment of interest
may, at the option of the
Company, be made by check mailed
to the address of the Person
entitled thereto as it appears in
the Debenture Register. Principal
and interest due on any Global
Security representing the
Debentures will be made available
to the Trustee, and as soon as
possible thereafter, the Trustee
will make such payments available
to The Depository Trust Company
(the "Depository").
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4.9 With respect to redemption, in
whole or in part, the terms and
conditions applicable to Securities
of the Series, including the
applicability of Section 11.8 of
the Indenture: Section 11.8 of the Indenture
applies to the Debentures. The
Debentures are not otherwise
redeemable.
4.10 With respect to the mandatory
redemption or purchase of
Securities of the Series:
(a) Any provisions for a sinking or
analogous fund or upon the
happening of a specified event:
Not applicable.
(b) Provisions for redemption at
the option of a holder, the
period or periods within
which such redemption must
be made, the applicable
redemption price, and the
other terms and conditions of
such redemption: Not applicable.
4.11 Denominations in which
Securities of the Series are
issuable: $1,000 and integral multiples
thereof.
4.12 If other than the principal
amounts thereof, the portion of the
principal amount of Securities of the
Series payable on declaration of
acceleration pursuant to Section 5.2
of the Indenture: Not applicable.
4.13 Trustee, Paying Agent and
registrar: First Trust National Association.
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4.14 Currency in which interest is
payable if other than U.S. currency: Not applicable.
4.15 Currency in which principal is
payable if other than U.S. currency: Not applicable.
4.16 Basis for determining equivalent
price in U.S. currency if Securities
denominated in more than one currency: Not applicable.
4.17 Manner in which principal and interest
payments determined if according to an
index: Not applicable.
4.18 Whether Securities of the Series are
issuable in temporary or permanent
global form: A Global Security representing
the Debentures will be registered
in the name of the nominee of The
Depository Trust Company, which
will act as depository.
(a) Whether, and the terms upon which,
owners of interests in any
permanent Global Securities of the
Series may be exchanged for
Securities of such Series and of
like tenor:
A Global Security representing the Debentures is exchangeable only if (i)
the Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Security or if at any time the
Depository for such Global Security notifies the Company that the
Depository for such Global Security shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor depository for
such Global Security is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as
the case may be, or (ii) the Company in its sole discretion determines
that all such Global Security shall be exchangeable for definitive
Debentures in registered form.
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4.19 Any other terms of or provisions
applicable to the Securities of the
Series and the sale thereof:
(a) The form of the Securities of
the Series: See Exhibit A to this
Certificate.
(b) Form of sale: Negotiated without competitive
bidding to: Bear, Stearns & Co.
Inc. and Lehman Brothers Inc.
pursuant to an Underwriting
Agreement in the form of Exhibit
C to this Certificate.
(c) Issue price to public of
Securities of the Series: 99.613%
(d) Underwriters' commission or
discount as a percentage of the
principal amount of Securities
of the Series to be issued: 0.875%
IN WITNESS WHEREOF the undersigned have executed this Certificate
on behalf of the Company as of this 15th day of January, 1998.
/s/ Howard S. Frank
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Howard S. Frank, Vice Chairman and
Chief Financial Officer
/s/ Arnaldo Perez
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Arnaldo Perez, Secretary