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Exhibit 4.6    
    


THE COMPANIES ACTS 1985 TO 1989  





A PRIVATE COMPANY LIMITED BY SHARES




MEMORANDUM OF ASSOCIATION

of

P&O PRINCESS CRUISES INTERNATIONAL LIMITED  



	

1.	
 	

The Company's name is "P&O PRINCESS CRUISES INTERNATIONAL LIMITED"1.
	

2.	
 	

The Company's registered office is to be situated in England and Wales.
	

3.1	
 	

The objects for which the Company is established are to carry on the business of ship and boat owners, forwarding and general agents, organising and conducting cruises, tours, holidays and excursions and to carry on the business as carriers of
passengers and goods by sea, river, land and air, travel agents, tourist agents and contractors, insurance brokers, agents for the operators of sea, river, land and air carriage undertakings, and to provide passengers, travellers and tourists with
hotel, leisure and other services and conveniences of all kinds.
	

3.2	
 	

Without prejudice to the generality of the objects and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-
	

3.2.1	
 	

To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.
	

3.2.2	
 	

To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret
processes, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving
any patents, inventions or rights which the Company may acquire or propose to acquire.






	1
	The
Company was incorporated as Setgilt Limited on 5th January 2000. Its name was changed to P&O Princess Cruises Limited on 22nd March 2000, to P&O Cruises Limited on
18th July 2000 and to P&O Princess Cruises International Limited on 20th December 2000, each change being made by special resolution. 





 


	

3.2.3	
 	

To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the
consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation,
or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired,
any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
	

3.2.4	
 	

To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the
property and rights of the Company.
	

3.2.5	
 	

To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
	

3.2.6	
 	

To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other
company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the
payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as
aforesaid).
	

3.2.7	
 	

To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present
or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding
on it.
	

3.2.8	
 	

To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
	

3.2.9	
 	

To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution,
 or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's
interests.
	

3.2.10	
 	

To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any
charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.
	 	 	 



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3.2.11	
 	

To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or
carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.
	

3.2.12	
 	

To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and
facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such
company or companies.
	

3.2.13	
 	

To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or
benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as
aforesaid.
	

3.2.14	
 	

To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any
company purchasing the same.
	

3.2.15	
 	

To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.
	

3.2.16	
 	

To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought
expedient.
	

3.2.17	
 	

To distribute among the members of the Company in kind any property of the Company of whatever nature.
	

3.2.18	
 	

To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing,
selling, or guaranteeing the subscription of any shares or other securities of the Company.
	

3.2.19	
 	

To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where
the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been
directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in
business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance including insurance for any director,
officer or auditor against any liability in respect of any negligence, default, breach of duty or breach of trust (so far as permitted by law); and to set up, establish, support and maintain superannuation and other funds or schemes (whether
contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit
of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.
	 	 	 





3





 

	

3.2.20	
 	

Subject to and in accordance with the provisions of the Act (if and so far as such provisions shall be applicable) to give, directly or indirectly, financial assistance for the acquisition of shares or other securities of the Company or of any other
company or for the reduction or discharge of any liability incurred in respect of such acquisition.
	

3.2.21	
 	

To procure the Company to be registered or recognised in any part of the world.
	

3.2.22	
 	

To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with
others.
	

3.2.23	
 	

To do all such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them.
	

3.2.24	
 	

AND so that:-
	

3.2.24.1	
 	

None of the provisions set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires,
be in any way limited or restricted by reference to or inference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this clause, or by reference to or inference from the
name of the Company.
	

3.2.24.2	
 	

The word "company" in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or
elsewhere.
	

3.2.24.3	
 	

In this clause the expression "the Act" means the Companies Act 1985, but so that any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or reenactment of that provision for the
time being in force.
	

4.	
 	

The liability of the members is limited.
	

5.	
 	

The Company's share capital is £1000 divided into 1000 shares of £1 each2.






	
2
	The
capital was increased by the formation of 54,000 ordinary shares of £1 each on 21st July 2000, by the creation of 225,000,000 ordinary
shares of £1 each on 25th September 2000 and by the creation of 4,000,000 ordinary shares of £1 each on 28th November 2000, each change being made by special resolution. 


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I,
the subscriber to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum; and I agree to take the number of shares shown opposite my name. 



	Name and address of Subscriber	 	Number of shares taken by the Subscriber
	

Instant Companies Limited	
 	

One
	1 Mitchell Lane	 	 
	Bristol BS1 6BU	 	 
	

Total shares taken	
 	

One
	

Date: 23rd December 1999.	
 	

 
	

Witness to the above signature	
 	

/s/ Authorized Signatory
 Glenys Copeland
	 	 	1 Mitchell Lane, Bristol BS1 6BU




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Exhibit 4.6