ASSIGNMENT AND ACCEPTANCE AGREEMENT





         This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "ASSIGNMENT AND

ACCEPTANCE") dated as of July 22, 2004 is made between JPMorgan Chase Bank,

successor by merger with Morgan Guaranty Trust Company of New York (the

"ASSIGNOR") and FBA II, Inc. ("FBA II") and JMD Delaware, Inc. and JJO Delaware,

Inc., as trustees for the 1997 Irrevocable Trust for Micky Arison (the "TRUST,"

and together with FBA II, the "ASSIGNEES").





                                    RECITALS



         WHEREAS, the Assignor is party to that certain Amended and Restated

Credit Agreement dated as of December 13, 2001, as amended by that certain First

Modification of Amended and Restated Credit Agreement dated as of February 28,

2002, that certain Second Modification of Amended and Restated Credit Agreement

dated as of July 18, 2002, that certain Third Modification of Amended and

Restated Credit Agreement dated as of January 13, 2003, that certain Fourth

Modification of Amended and Restated Credit Agreement dated as of April 30,

2003, that certain Fifth Modification of Amended and Restated Credit Agreement

dated as of July 14, 2003, and that certain Sixth Modification of Amended and

Restated Credit Agreement dated as of May 28, 2004 (as the same may be further

amended from time to time, the "CREDIT AGREEMENT"), made by and between the

Assignor and the Miami Heat Limited Partnership, a Florida limited partnership

(the "BORROWER"). Capitalized terms used herein and not defined herein shall

have the meanings assigned thereto in the Credit Agreement;



         WHEREAS, Loans (the "LOANS") made to the Borrower by the Assignor under

the Credit Agreement in the aggregate principal amount of $260,000,000.00 are

outstanding at the date hereof; and



         WHEREAS, the Assignor wishes to sell and assign to the Assignees the

Loans and all rights and obligations of the Assignor under the Credit Agreement,

on the terms and subject to the conditions set forth herein, and the Assignees

wish to purchase the Loans and accept the assignment of all such rights and to

assume such obligations from the Assignor on such terms and subject to such

conditions.



         NOW, THEREFORE, in consideration of the foregoing and the mutual

agreements contained herein, the parties hereto agree as follows:



         1.       ASSIGNMENT AND ACCEPTANCE.



                  (a)    Subject to the terms and conditions of this Assignment

and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the

Assignees, and (ii) FBA II hereby purchases, assumes and undertakes from the

Assignor, without recourse and without representation or warranty (except as

provided in this Assignment and Acceptance) thirty-three and one-third percent

(33.33%) of, and the Trust hereby purchases, assumes and undertakes from the

Assignor, without recourse and without representation or warranty (except as

provided in this Assignment and Acceptance) sixty-six and two-thirds percent

(66.67%) of (A) the Loans and (B) all rights, benefits, obligations, liabilities

and indemnities of the Assignor under and in connection with the Credit

Agreement and the Credit Documents, including without limitation the Assignor's:





                                       1

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                         (i)    rights under the Amended and Restated Promissory

Note, dated May 28, 2004, by the Borrower in favor of the Assignor in the

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