Exhibit 99.11
CARNIVAL CORPORATION DEED
THIS DEED is made on [.] 2003 by Carnival Corporation ("Carnival") and P&O
Princess for the benefit of the P&O Princess Shareholders.
BACKGROUND
Carnival has agreed with P&O Princess to enter into this Deed in respect of
certain obligations of Carnival to effect the Mandatory Exchange under the P&O
Princess Articles of Association.
THIS DEED WITNESSES as follows:
1. Definitions and Interpretation
1.1 Definitions
In this Deed:
"Business Day" has the meaning given in the Equalization and Governance
Agreement;
"Carnival Common Stock" means the issued and outstanding common stock, par
value US $0.01 per share, of Carnival from time to time, as the same may be
sub-divided or consolidated from time to time and any capital stock into
which such common stock may be reclassified, converted or otherwise
changed;
"Completion" has the meaning given to it in the Equalization and Governance
Agreement;
"Equalization and Governance Agreement" means the Agreement headed
"Equalization and Governance Agreement" entered into between P&O Princess
and Carnival as of the date of this Deed;
"Exchange Notice" has the meaning given in the P&O Princess Articles of
Association;
"Group" means, in relation to Carnival or P&O Princess, such company and
its Subsidiaries from time to time;
"Implementation Agreement" means the agreement headed "Offer and
Implementation Agreement" entered into between P&O Princess and Carnival as
of 8 January 2003;
"Mandatory Exchange" has the meaning given to it in the P&O Princess
Articles;
"P&O Princess" means P&O Princess Cruises plc, whose registered office at
the date of this Deed is 77 New Oxford Street, London, WC1A lPP, United
Kingdom;
"P&O Princess Articles of Association" means the Articles of Association of
P&O Princess which will be in effect immediately following Completion;
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"P&O Princess Ordinary Shares" has the meaning given to it in the P&O
Princess Articles;
"P&O Princess Shareholders" means those persons from time to time being
registered as holders of P&O Princess Ordinary Shares;
"Person" includes an individual, company, corporation, firm, partnership,
joint venture, association, trust, state or agency of a state (in each
case, whether or not having a separate legal personality); and
"Subsidiary" means, with respect to Carnival or P&O Princess, any entity,
whether incorporated or unincorporated, in which such company 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 such company otherwise has the power to
direct.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise.
(A) The singular includes the plural and conversely.
(B) One gender includes all genders.
(C) Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.
(D) A reference to a Clause is to a Clause of this Deed.
(E) 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.
(F) 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 regulations and statutory
instruments issued under it.
(G) Mentioning anything after include, includes, or including does not
limit what else might be included. Where particular words are
following by general words, the general words are not limited by the
particular.
(H) Reference to a body other than Carnival or P&O Princess (including any
government 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.
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(I) All references to time are to the local time in the place where the
relevant obligation is to be performed (or right exercised).
2. Effect Of This Deed
This Deed shall take effect for the benefit of the P&O Princess
Shareholders, and it is intended that each P&O Princess Shareholder shall
be entitled to benefit from the terms of this Deed pursuant to the terms of
the Contracts (Rights of Third Parties) Act 2001, save that the parties
hereto shall be entitled to make any variation or rescission of its terms,
in accordance with its terms, without the consent of any P&O Princess
Shareholder or of any third party.
3. Agreement and Undertaking
Carnival agrees and irrevocably undertakes, as a continuing obligation, to
P&O Princess, that in the event that an Exchange Notice is issued pursuant
to the P&O Princess Articles of Association, Carnival shall, on the date
specified in the Exchange Notice, issue such number of fully paid and
non-assessable shares of Carnival Common Stock to each P&O Princess
Shareholder as shall be required to effect the Mandatory Exchange in
accordance with the provisions of the P&O Princess Articles of Association.
Carnival further agrees with P&O Princess that there shall be no
entitlement to receive fractional interests in Carnival Common Stock issued
by it and that, in lieu of such fractional interests, P&O Princess
Shareholders shall receive from Carnival an amount in cash in accordance
with the P&O Princess Articles of Association.
4. Termination
4.1 This Deed shall automatically terminate if, and with effect from the same
time as:
(A) the Equalization and Governance Agreement terminates or otherwise
ceases to have effect;
(B) completion of the Mandatory Exchange;
(C) a resolution is passed or an order is made for the liquidation of the
whole or substantially the whole of P&O Princess; or
(D) the Mandatory Exchange provisions set out in the P&O Princess Articles
of Association are properly deleted from the P&O Princess Articles of
Association.
5. Notices
5.1 Any notice to or demand upon Carnival under this Deed shall be in writing
addressed to it at its principal place of business in the U.S.A. for the
time being (marked for the attention of the Chief Financial Officer, with a
copy sent to the General Counsel and Secretary) and shall be effective when
delivered to that principal place of business.
5.2 Any notice to or demand upon P&O Princess under this Deed shall be in
writing addressed to it at its principal place of business in the U.S.A.
for the time being (marked for the attention of the Chief Financial
Officer, with a copy sent to the General Counsel and Secretary) and shall
be effective when delivered to that principal place of business.
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5.3 The original counterparts of this Deed and of any related supplemental deed
shall be kept at, respectively, the principal place of business in the
U.S.A. for the time being of Carnival and the principal place of business
in the U.S.A. for the time being of P&O Princess and shall be available for
inspection there on reasonable notice during the normal business hours of
that office.
6. General
6.1 Prohibition and enforceability
Any provision of, or the application of any provision of, this Deed which
is void, illegal or unenforceable in any jurisdiction does not affect the
validity, legality or enforceability of that provision in any other
jurisdiction or of the remaining provisions in that or any other
jurisdiction.
6.2 Further assurances
Carnival and P&O Princess shall take all steps, execute all documents and
do everything reasonably required to give effect to its obligations
contemplated by this Deed.
6.3 No assignment
Neither Carnival nor P&O Princess may assign any of their obligations under
this Deed, in whole or in part.
6.4 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.
7. Law And Jurisdiction
7.1 This Deed shall be governed by and construed in accordance with the laws of
the Isle of Man.
7.2 Any legal action or proceeding arising out of or in connection with this
Deed shall be brought exclusively in the courts of England.
7.3 Carnival and P&O Princess irrevocably submit to the jurisdiction of such
courts and waive any objection to proceedings in any such court on the
ground of venue or on the ground that the proceedings have been brought in
an inconvenient forum.
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IN WITNESS WHEREOF
Executed as a deed by )
CARNIVAL CORPORATION )
acting by [.] [and [.]] [who, in )
accordance with the laws of the ) _______________________
territory in ) _______________________
which Carnival Corporation ) (Authorised
is incorporated, is/are] acting under ) signatory(ies))
the authority of Carnival Corporation
EXECUTED as a DEED by )
P&O PRINCESS CRUISES PLC )
acting by two of its directors/a director and )
secretary )
Director
Director/Secretary
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AGREED FORM
DATED 2003
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CARNIVAL CORPORATION DEED
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