EXHIBIT 4.1
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DATED APRIL 17, 2003
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CARNIVAL CORPORATION DEED
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CARNIVAL CORPORATION DEED
THIS DEED IS MADE on April 17, 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 )
by duly authorised officers )
/s/ Howard S. Frank
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Name: Howard S. Frank
Title: Vice-Chairman and
Chief Operating Officer
/s/ ARNALDO PEREZ
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Name: Arnaldo Perez
Title: Senior Vice-President, General
Counsel and Secretary
EXECUTED as a DEED by )
P&O PRINCESS CRUISES PLC )
acting by two directors / a director and )
secretary )
/s/ PETER RATCLIFFE
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Name: Peter Ratcliffe
Title: Chief Executive Officer
/s/ N. LUFF
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Name: Nicholas Luff
Title: Chief Financial Officer
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