Exhibit 4.2
CARNIVAL CORPORATION
OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 3.1 AND 3.3 OF THE INDENTURE IDENTIFIED BELOW
------------------------------------------------------
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 December 19, 1997 and
April 6, 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 U.S.
Bank Trust National Association (formerly known as First Trust National
Association), as trustee (the "Trustee"), and which have been registered for
sale with the Securities and Exchange Commission pursuant to Registration
Statements on Form S-3 (Nos. 33-50947 and 333-43269) 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 note (the "Form of Note") that is attached hereto as Exhibit A, and (ii) the
Prospectus Supplement dated April 6, 1998 to the Prospectus dated January 21,
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 Note, the terms
contained in the Form of Note 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:
4.20 Title of Securities of the Series 6.15% Notes Due April 15, 2008
(the "Notes").
4.21 Limit, if any, of the aggregate
principal amount of Securities of
the Series: $200,000,000.
4.22 Date or dates on which the
principal of Securities of the
Series is payable (maturity date): April 15, 2008.
2
4.23 With respect to interest on
Securities of the Series:
(a) The rate and method of
calculation thereof: 6.15% per annum.
(b) The date from which such
interest shall accrue: April 15, 1998.
(c) Interest Payment Dates: April 15 and October 15,
commencing October 15, 1998.
(d) Regular Record Dates for
interest payable on any
Interest Payment Date: To holders of record at the
close of business on April 1
or October 1 prior to the
Interest Payment Date.
4.24 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 U.S.
Bank Trust National
Association 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 Securities
Register. Principal and
interest due on any Global
Note representing the Notes
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").
3
4.25 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 Notes. The
Notes are not otherwise
redeemable.
4.26 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.
4.27 Denominations in which Securities of
the Series are issuable: $1,000 and integral multiples
thereof.
4.28 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.
4.29 Trustee, Paying Agent and registrar: U.S. Bank Trust National
Association.
4.30 Currency in which interest is payable
if other than U.S. currency: Not applicable.
4
4.31 Currency in which principal is
payable if other than U.S. currency: Not applicable.
4.32 Basis for determining equivalent
price in U.S. currency if Securities
denominated in more than one currency: Not applicable.
4.33 Manner in which principal and interest
payments determined if according to an
index: Not applicable.
4.34 Whether Securities of the Series are
issuable in temporary or permanent
global form: A Global Security representing
the Notes 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 Notes 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
Securities shall be exchangeable for definitive Notes in registered form.
4.35 Any other terms of or provisions
applicable to the Securities of the
Series and the sale thereof:
5
(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 Chase Securities
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: 99.741%
(d) Underwriters' commission or discount
as a percentage of the principal
amount of Securities of the Series
to be issued: 0.650%
6
IN WITNESS WHEREOF the undersigned have executed this Certificate on
behalf of the Company as of this 15th day of April, 1998.
/s/ Howard S. Frank
-------------------
Howard S. Frank, Vice Chairman and
Chief Operating Officer
/s/ Arnaldo Perez
-----------------
Arnaldo Perez, Secretary
EXHIBIT A
FORM OF NOTE
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.5 OF THE INDENTURE, THIS NOTE MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY
OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Carnival
Corporation or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
CARNIVAL CORPORATION
6.15% NOTES DUE APRIL 15, 2008
$200,000,000 CUSIP NO. 143658 AK 8
REGISTERED NO. 1
CARNIVAL CORPORATION, a corporation duly organized and existing under
the laws of the Republic of Panama (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Two Hundred Million Dollars on April 15, 2008, and to pay
interest thereon from April 15, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
April 15 and October 15 in each year, commencing October 15, 1998, at the rate
of 6.15% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 1 or October 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or, one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record
2
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any, on) and any interest
on this Note will be made at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York; at the office of
the Trustee in the City of St. Paul, the State of Minnesota; or at such other
office as the Company may designate, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
3
IN WITNESS WHEREOF, Carnival Corporation has caused this Instrument to
be duly executed.
Dated: April 15, 1998
CARNIVAL CORPORATION
By:___________________________________
Lowell Zemnick
Vice President and Treasurer
Attest:
- ------------------------
Arnaldo Perez, Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
As Trustee
By:___________________________________
Authorized Signatory
[REVERSE]
4
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 1, 1993 (herein called
"Indenture"), between the Company and U.S. Bank Trust National Association, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture with respect to the series of which this Security is a
part), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
The Company will pay to the Holders such Additional Amounts in respect
of Panamanian taxes as may become payable under Section 10.5 of the Indenture.
The Securities will be subject to redemption as a whole, but not in
part, at the option of the Company at any time at 100% of the principal amount,
together with accrued interest thereon to the Redemption Date, in the event the
Company has become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the Securities, any Additional
Amounts as a result of certain changes affecting Panamanian withholding taxes
which are specified in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the indemnification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
5
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the amount of principal of (and premium,
if any, on) and interest on this Security herein provided, and at the times,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company or the Trustee in any place where the principal
of (and premium, if any, on) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of like tenor of different authorized denominations
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.