5.125% Senior Unsecured Notes due 2029
Note · Carnival Corporation
Reference: 5.125% Senior Unsecured Notes due 2029
- Original principal
- USD 1,250,000,000
- Outstanding
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- Commitment
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- Availability
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- Maturity
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Last reported interest terms: 5.125% Reported 2026-01-27 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 6.01(c) · cure a Default
the later provision of the applicable report shall cure a Default caused by the failure to provide such report prior to the deadlines indicated
Applies to every series under this agreement SECTION 6.01 Events of Default.
Full wording and supporting evidence
Source evidence: (c) If any report required by Section 4.08 is provided after the deadlines indicated for such report, the later provision of the applicable report shall cure a Default caused by the failure to provide such report prior to the deadlines indicated, so long as no Event of Default shall have occurred and be continuing as a result of such failure.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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10.01(a) · unconditionally guarantee
(a) The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a joint and several basis to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other…
Applies to every series under this agreement Exceptions: subject to the limitations on the effectiveness and enforceability set forth in this Indenture or such Supplemental Indenture SECTION 10.01 Note Guarantees.
Full wording and supporting evidence
Source evidence: (a) The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a joint and several basis to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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10.09(c) · shall not extend to the payment obligations
obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.
Applies to every series under this agreement SECTION 10.09 Limitation on the Italian Guarantor’s Liability.
Full wording and supporting evidence
Source evidence: (c) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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10.03(b) · will again provide a Guarantee
such former Subsidiary Guarantor will again provide a Guarantee.
Applies to every series under this agreement Springing Trigger: in the event that any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter becomes an issuer, borrower, obligor or guarantor under the Existing First-Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor to Guarantee the Notes SECTION 10.03 Release of Note Guarantees.
Full wording and supporting evidence
Source evidence: (b) Subject to Section 4.07(b), in the event that any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter becomes an issuer, borrower, obligor or guarantor under the Existing First-Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor to Guarantee the Notes, such former Subsidiary Guarantor will again provide a Guarantee.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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10.02(b) · shall not be entitled to any right of subrogation
The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Note Obligations guaranteed hereby until payment in full of all Note Obligations.
Applies to every series under this agreement SECTION 10.02 Subrogation.
Full wording and supporting evidence
Source evidence: (b) The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Note Obligations guaranteed hereby until payment in full of all Note Obligations. The Guarantors further agree that, as between them, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the Note Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Note Obligations as provided in Section 6.02, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 10.02.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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Section 8.11 · shall be revived and reinstated
the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight
Applies to every series under this agreement Springing Trigger: by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application SECTION 8.11 Reinstatement.
Full wording and supporting evidence
Source evidence: SECTION 8.11 Reinstatement. If the Trustee or Paying Agent is unable to apply cash in U.S. dollars or Government Securities in accordance with this Article Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or any such Paying Agent is permitted to apply all such cash or Government Securities in accordance with this Article Eight; provided that, if the Issuer has made any payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash in U.S. dollars or Government Securities held by the Trustee or the Paying Agent.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
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Section 6.03 · appropriate judicial proceedings
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights
Applies to every series under this agreement SECTION 6.03 Other Remedies.
Full wording and supporting evidence
Source evidence: SECTION 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
Target identity evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Target identity evidence: The Original Notes and the Additional Notes together are referred to herein as the “Notes.”
Documents and filing history
- GoverningAgreement · EX-10.32 · 2026-01-27 — EX-10.32
- GoverningAgreement · EX-10.32 · 2026-01-27 — EX-10.32
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Issuance
· 2026-01-27
Original principal USD 1,250,000,000 Exact source document
Parent 10-K filing · 2026-01-27
The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Issuer evidence: INDENTURE, dated as of October 15, 2025, 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”), as Principal Paying Agent, as Transfer Agent and as Registrar.
Supporting evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.
Supporting evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance on the date hereof of $1,250,000,000 aggregate principal amount of its 5.125% Senior Unsecured Notes due 2029 (the “Original Notes”) and any additional senior unsecured notes (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.