AMENDMENT NO. 1 TO PLEDGE AGREEMENT
AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this "Amendment") is dated as of
October 1, 1999, by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CONTINUED TRUST (the "Pledgor"), in favor
of CITIBANK, N.A., a national banking association, having offices at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Attention: Private Banking
Division, as collateral agent (in such capacity, the "Agent") for and
representative of CITICORP USA, INC., a Delaware corporation (the "Lender").
W I T N E S S E T H T H A T :
WHEREAS, on or about July 10, 1999, the Lender extended to MAINLAND
TRADING LTD., a Jamaican corporation, and SPANISH TOWN HARDWARE LTD., a Jamaican
corporation (collectively, the "Borrowers"), a $1,000,000.00 uncommitted line of
credit (the "Line") evidenced by a US$1,000,000.00 Demand Note dated July 10,
1999 (the "Original Note,"); and
WHEREAS, to secure repayment of the indebtedness evidenced by the
original Note, the Pledgor granted to the Agent, as collateral agent for and
representative of the Lender, a security interest in certain shares of the
issued and outstanding common stock of Carnival Corp. which are more fully
described in Exhibit A to that certain Pledge Agreement dated as of July 10,
1999, executed by the Pledgor in favor of the Agent for the benefit of the
Lender (the "Pledge Agreement"); and
WHEREAS, in order to induce the Lender to increase the credit
availability under the Line to US$2,000,000.00, the Pledgor has agreed to
execute and deliver this Amendment to the Agent, for the benefit of the Lender.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Pledgor agrees that the Pledge Agreement is hereby modified to
provide that the Pledged Collateral (as defined in the Pledge Agreement) shall
henceforth secure (a) the repayment of the indebtedness evidenced by (i) that
certain US$2,000,000.00 Amended and Restated Demand Note dated October 1, 1999,
executed by the Borrowers to the order of the Lender (the "Amended and Restated
Note," each initially capitalized term used but not defined herein having the
meaning specified in Schedule A to said Note), and (ii) any Other Note; and (b)
the performance and observance by the Pledgor of its obligations under the
Guaranty. Except as specifically modified hereby, the Pledge Agreement shall
remain in full force and effect and is hereby ratified, confirmed and approved
in all respects. The execution, delivery and effectiveness of this Amendment
shall not operate as a modification of any right, power or remedy of the Lender
under the Pledge Agreement nor constitute a waiver of any provision thereof,
except as specifically set forth herein.
IN WITNESS WHEREOF, the Pledgor and the Agent have each caused this
Agreement to be executed by their respective duly authorized officers as of
October 1, 1999.
Notice Address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CONTINUED TRUST
Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ By: TAF Management Company, as
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Successor Trustee under
▇.▇. ▇▇▇ ▇▇▇▇ Declaration of Continued Trust
Wilmington, Delaware 19899-1347 for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, dated
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq. December 26, 1991, as amended
by Order, dated December 21,
1992
With a copy to By:___________________________
Name:______________________
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title:_____________________
▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
and to:
Holland & Knight LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
CITIBANK, N.A., as Agent
By:___________________________
Vice President