-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FP2ClSwWOw6O+1hDhaqu6mqvUmvsgVJ6hzHZbgdya2pSWa8QLoS8bvdJUcp1SWYR IpMFdP+8c7O1fIwjr4K7RA== 0000897204-04-000148.txt : 20041123 0000897204-04-000148.hdr.sgml : 20041123 20041123154221 ACCESSION NUMBER: 0000897204-04-000148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORIENT EXPRESS HOTELS LTD CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60303 FILM NUMBER: 041163785 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 2127323200 MAIL ADDRESS: STREET 1: SEA CONTAINERS HOUSE STREET 2: 20 UPPER GROUND LONDON UK SEL 9PF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sc13d.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) -------------------------- Orient-Express Hotels Ltd. (Name of Issuer) -------------------------- Class A Common Shares, par value US$0.01 per Share (Title of Class of Securities) -------------------------- G67743107 (Cusip Number) -------------------------- Christopher Walton, Esq. Clifford Chance Limited Liability Partnership 10 Upper Bank Street London E14 5JJ, England 011-44-20-7006-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------- November 16, 2004 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following page(s)) Page 1 of 9 Pages - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 2 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citibank International plc - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 3 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citicorp Trustee Company Limited - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 4 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citibank Investments Limited - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 5 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citibank Overseas Investment Corporation - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Federally chartered pursuant to Section 25(a) of the U.S. Federal Reserve Act - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 6 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citibank, N.A. - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION National Banking Association - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 7 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citicorp - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 8 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citigroup Holdings Company - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,403,300* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,403,300* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,403,300* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares and (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. - ------------------------ ----------------------------- ------------------------- CUSIP No. G67743107 13D Page 9 of 9 Pages - ------------------------ ----------------------------- ------------------------- - ---------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. Citigroup Inc. - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 3. SEC USE ONLY - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 4. SOURCES OF FUNDS OO - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------- ------- ------------------------------------------------ NUMBER OF 7. UNITS SOLE VOTING POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ BENEFICIALLY 8. OWNED BY SHARED VOTING POWER 14,444,450* ------- ------------------------------------------------ ------- ------------------------------------------------ EACH 9. REPORTING SOLE DISPOSITIVE POWER 0 ------- ------------------------------------------------ ------- ------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 14,444,450* - ----------------------- ------- ------------------------------------------------ - ---------- --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,444,450* - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1%** - ---------- --------------------------------------------------------------------- - ---------- --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - ---------- --------------------------------------------------------------------- * Represents (i) 11,943,901 Class A Shares, (ii) 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares and (iii) 6,850 Class A Shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup. ** Based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017) and including the 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. Item 1. Security and Issuer. This statement on Schedule 13D (the "Fourth Amended Statement") amends the third amendment to the Schedule 13D filed on July 30, 2004 (the "Third Amended Statement"), which amended the second amendment to the Schedule 13D filed on July 9, 2004 (the "Second Amended Statement"), which amended the first amendment to the Schedule 13D filed on January 13, 2004 (the "First Amended Statement"), which amended the original Schedule 13D filed on June 20, 2003 (the "Original Statement") and relates to the class A common shares, par value US$0.01 per share (the "Class A Shares") of Orient-Express Hotels Ltd., a company organized and existing under the laws of Bermuda ("OEH"), the principal executive offices of which are located at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda, and the class B common shares, par value US$0.01 per share (the "Class B Shares" and, together with the Class A Shares, the "OEH Shares"), of OEH. The Class B Shares are convertible into Class A Shares on a one-for-one basis at any time. Holders of the Class A Shares are entitled to one-tenth of a vote per share and holders of the Class B Shares are entitled to one vote per share. The Class A Shares are listed on the New York Stock Exchange. There is no public trading market for the Class B Shares. Item 2. Identity and Background. This Fourth Amended Statement is being jointly filed by Citibank International plc (the "Agent"), Citicorp Trustee Company Limited (the "Trustee"), Citibank Investments Limited ("CIL"), Citibank Overseas Investment Corporation ("COIC"), Citibank, N.A. ("Citibank"), Citicorp ("Citicorp"), Citigroup Holdings Company ("Citigroup Holdings") and Citigroup Inc. ("Citigroup" and, together with the Agent, the Trustee, CIL, COIC, Citibank, Citicorp, and Citigroup Holdings, the "Reporting Persons"). The Agent is a public limited company organized under the laws of England and Wales. The address of its principal business office is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England. The Agent, which is authorized by the U.K. Financial Services Authority under the U.K. Financial Services and Markets Act 2000, provides corporate and investment banking, private banking and asset management and consumer banking products and services through business divisions and a branch network in the United Kingdom and Continental Europe. The Trustee is a limited company organized under the laws of England and Wales. The address of its principal business office is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England. The Trustee, which is authorised under the U.K. Financial Services and Markets Act 2000, primarily acts as depositary or trustee for authorised collective investment schemes in the United Kingdom. In addition, the Trustee undertakes the trusteeship of selected debt issues made by corporations in the United Kingdom or overseas. CIL is a limited company organized under the laws of England and Wales and is the sole stockholder of each of the Agent and the Trustee. The address of its principal business office is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England. CIL is the holding company for subsidiary undertakings of Citibank in the United Kingdom primarily engaged in the provision of international banking and related financial services. COIC is federally chartered pursuant to Section 25(a) of the U.S. Federal Reserve Act and is the sole stockholder of CIL. The address of its principal business office is One Penn's Way, New Castle, Delaware 19720. COIC is an investment corporation that facilitates foreign capital transactions and equity investments. Citibank is a national banking association and is the sole stockholder of COIC. The address of its principal business office is 399 Park Avenue, New York, New York 10043. Citibank is a member of the Federal Reserve System and the Federal Deposit Insurance Corp. Citicorp is a Delaware corporation and is the sole stockholder of Citibank. Citicorp is a U.S. bank holding company. The address of its principal business office is 399 Park Avenue, New York, New York 10043. Citigroup Holdings is a Delaware corporation and is the sole stockholder of Citicorp. Citigroup Holdings is a U.S. bank holding company. The address of its principal business office is One Rodney Square, Wilmington, Delaware 19899. Citigroup is a Delaware corporation and is the sole stockholder of Citigroup Holdings. The address of the principal business office of Citigroup is 399 Park Avenue, New York, New York 10043. Citigroup is a diversified holding company whose businesses provide a broad range of financial services to consumer and corporate customers around the world. The following information with respect to each executive officer and director of the Agent, the Trustee and Citigroup is set forth in Schedules A, B and C to this Fourth Amended Statement: (i) name, (ii) business address, (iii) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the Reporting Persons for which such information is set forth above. On April 28, 2003 Salomon Smith Barney, Inc. ("SSB"), now named Citigroup Global Markets Inc., a subsidiary of Citigroup, announced final agreements with the Securities and Exchange Commission (the "Commission"), the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. SSB agreed to pay $300 million for retrospective relief, plus $25 million for investor education, and has committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB also agreed to adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation. SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements do not establish wrongdoing or liability for purposes of any other proceeding. Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the individuals set forth in Schedules A, B or C to this Fourth Amended Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. The citizenship of each executive officer and director of the Agent, the Trustee and Citigroup is identified in Schedules A, B and C to this Fourth Amended Statement. Item 3. Source and Amount of Funds or Other Consideration. The information contained in Item 4 of this Fourth Amended Statement is incorporated herein by reference. Item 4. Purpose of the Transaction. The Reporting Persons filed the Original Statement in connection with a Term Facility Agreement ("Original Facility Agreement") dated June 10, 2003, among (1) Sea Containers British Isles Limited ("SCBIL"), (2) SCBIL's affiliates named therein (the "Guarantors"), including Sea Containers Ltd. ("SCL"), (3) Citigroup Global Markets Inc., Fortis Bank S.A./N.V. and The Governor and Company of the Bank of Scotland (the "Arrangers"), (4) Citicorp North America, Inc. ("CNA"), Fortis Bank S.A./N.V. ("FB") and The Governor and Company of the Bank of Scotland ("BoS" and, together with CNA and FB, the "Original Lenders"), (5) the Agent and (6) the Trustee, providing a secured term loan facility of US$158,000,000 (the "Original Facility") to SCBIL, which required SCL, prior to any draw-down under the Original Facility, to enter into a Custodian Account Charge dated June 10, 2003, among SCL, the Trustee and Citibank, and an Escrow Agreement dated June 10, 2003, among SCL, the Trustee and Citibank, and to grant to the Agent an irrevocable limited power-of-attorney dated June 10, 2003. On December 22, 2003, SCBIL, SCL and the other Guarantors and the Agent entered into an agreement to amend the Original Facility Agreement in order to refinance the Original Facility. In connection with the refinancing of the Original Facility, the parties to the Original Facility Agreement entered into an amendment agreement dated December 22, 2003 (the "First Amendment Agreement"), which amended and restated the Original Facility Agreement and was dated December 22, 2003, among SCBIL, the Guarantors, including SCL, the Arrangers, the Original Lenders, the Agent and the Trustee (the "First Amended Facility Agreement"). The First Amended Facility Agreement provided a secured revolving loan facility of up to US$100,000,000 (the "First Amended Facility") to SCBIL and required SCL, prior to any draw-down under the First Amended Facility, to enter into the following agreements, each dated as of December 22, 2003: (i) a Custodian Account Charge (the "Custodian Account Charge") among SCL, the Trustee and Citibank, (ii) an Escrow Agreement (the "Escrow Agreement") among SCL, the Trustee and Citibank, (iii) an OEH Security Agreement (the "OEH Security Agreement") among SCL, the Trustee and Citibank, (iv) an Account Control Agreement (the "Account Control Agreement") among the Trustee, SCL and Citigroup Global Markets Inc., and (v) an irrevocable limited power-of-attorney to the Agent (the "Power of Attorney"). On July 2, 2004, SCBIL, SCL and the other Guarantors and the Agent entered into a second amendment agreement dated July 2, 2004 (the "Second Amendment Agreement") to amend and restate the First Amended Facility Agreement (the First Amended Facility Agreement, as amended and restated, is referred to herein as the "Second Amended Facility Agreement") in order to refinance the First Amended Facility. Pursuant to the Second Amendment Agreement, upon the satisfaction of all conditions precedent as set forth in the Second Amendment Agreement (which occurred on July 23, 2004) (such date, the "Effective Date"), the First Amended Facility was amended and continued to provide a secured revolving loan facility of up to US$100,000,000 (the "Second Amended Facility"). The Custodian Account Charge, the Escrow Agreement, the Account Control Agreement, the OEH Security Agreement and the Power of Attorney, which were filed as exhibits to the First Amended Statement, continue to be in force. On July 2, 2004, in connection with the Second Amendment Agreement, SCL, the Trustee, the subordinated creditors named therein and the intra-group borrowers named therein entered into a Subordination Agreement (the "Subordination Agreement"). In addition, on July 5, 2004, the parties to the OEH Security Agreement entered into an amendment agreement dated July 5, 2004 (the "OEH Security Amendment Agreement"), which became effective on the Effective Date, to modify cross references contained in the OEH Security Agreement so that they refer correctly to the Second Amended Facility Agreement and to correct an error in the OEH Security Agreement. At the time of filing of the Second Amended Statement, the Effective Date had not yet occurred. This amendment is being filed to disclose the occurrence of the Effective Date on July 23, 2004. On November 16, 2004, SBCIL, SCL and the other Guarantors and the Agent entered into an amendment agreement dated November 16, 2004 (the "Third Amendment Agreement") to amend the Second Amended Facility Agreement (the Second Amended Facility Agreement, as amended, is referred to herein as the "Third Amended Facility Agreement"). All conditions precedent to the effectiveness of the Third Amendment Agreement were satisfied on November 18, 2004, and the Third Amendment Agreement came into effect on that date. The purpose of the Third Amendment Agreement is to increase the amount available under the revolving loan facility from US$100,000,000 to US$120,000,000. In addition, the Third Amendment Agreement provides for the accession of a new lender to the revolving loan facility. Under the Third Amended Facility Agreement, the Agent continues to have the right to sell the OEH Shares, at such times, in such manner and in such volumes as the Agent may direct in its absolute discretion if SCL does not pledge additional OEH Shares, prepay loans or sell certain of the OEH Shares pursuant to the Third Amended Facility Agreement, at any time following the earlier of the occurrence of (1) an event of default under the Third Amended Facility Agreement or (2) any date on which the listed value of the OEH Shares is less than either (a) $120,000,000 or (b) the sum of (i) 200% of the aggregate principal amount outstanding under the Second Amended Facility (or 150% of the aggregate principal amount outstanding under the Second Amended Facility if the franchise agreement between the Strategic Rail Authority, GNER Holdings Limited and Great North Eastern Railway Limited dated March 28, 1996 is subsequently renewed for a term of no less than 60 months from the date of the Second Amended Facility Agreement) and (ii) certain permitted loans made by SCL to its material subsidiaries and others as specified in the Second Amended Facility Agreement. The maximum amount that may be outstanding under the Third Amended Facility is $120,000,000. SCL granted the Power of Attorney to the Agent to enable and permit the Agent to sell the OEH Shares in order to enforce the rights of the Agent granted pursuant to the terms of the Third Amended Facility Agreement. SCL entered into the Custodian Account Charge to provide a charge over all of its right, title and interest in and to the OEH Shares for the benefit of the Trustee and the Agent, the Arrangers, the Lenders and any receivers in respect of the assets of SCL and the Guarantors securing amounts borrowed under the Third Amended Facility. The Custodian Account Charge will remain in effect until all obligations of SCBIL and the Guarantors under the Third Amended Facility Agreement and the related finance documents have been unconditionally and irrevocably paid and discharged in full or until the Agent shall otherwise direct. Pursuant to the Custodian Account Charge, upon receipt from the Agent of a notice that an event of default under the Third Amended Facility Agreement has occurred, the Custodian will be required to transfer the OEH Shares to the Trustee. If an event of default under the Third Amended Facility Agreement occurs and is continuing, pursuant to the Custodian Account Charge the Trustee may solely and exclusively exercise (or refrain from exercising) all voting powers pertaining to the OEH Shares, and may sell, transfer, grant options over or otherwise dispose of the OEH Shares, in either case in such manner and on such terms which the Trustee in its absolute discretion thinks fit. Some of or all of the OEH Shares pledged under the OEH Security Agreement will be in non-certificated form. As a result, SCL entered into the OEH Security Agreement and the Account Control Agreement to provide a security interest over all of its right, title and interest in and to the OEH Shares that are in non-certificated form for the benefit of the Trustee and the Agent, the Arrangers, the Lenders and any receivers in respect of the assets of SCL and the Guarantors securing amounts borrowed under the Third Amended Facility. The OEH Security Agreement will remain in effect until all obligations of SCBIL and the Guarantors under the Third Amended Facility Agreement and the related finance documents have been unconditionally and irrevocably paid and discharged in full or until the Agent shall otherwise direct. If an event of default under the Third Amended Facility Agreement occurs and is continuing, pursuant to the OEH Security Agreement, the Trustee may solely and exclusively exercise (or refrain from exercising) all voting powers pertaining to the OEH Shares, and may sell, transfer, grant options over or otherwise dispose of the OEH Shares, in either case in such manner and on such terms which the Trustee in its absolute discretion thinks fit. SCL entered into the Escrow Agreement to establish a custody account in which to hold the certificated OEH Shares subject to the security interest in such OEH Shares granted to the Trustee pursuant to the Custodian Account Charge. The Agent and the Trustee may in the future take such actions in respect of their interests in the OEH Shares as they deem appropriate in light of the circumstances existing from time to time. Currently, these actions include holding the OEH Shares they may be deemed to beneficially own or disposing of the OEH Shares. Such dispositions could be effected in private transactions, through a public offering or, upon compliance with the rules under the Securities Act of 1933, as amended (the "Securities Act"), in the open market. Additionally, the Trustee, the Agent and/or the other Reporting Persons may acquire additional OEH Shares, although none of them has any current plans to do so. Any acquisition of OEH Shares could be effected in the open market, in privately negotiated transactions, or otherwise. Any OEH Shares acquired in this way could be transferred from time to time among the Reporting Persons and their affiliates. Any sales, purchases or transfers or other actions described in this Fourth Amended Statement may be made at any time without further prior notice. In reaching any conclusion as to the foregoing matters, the Agent and the Trustee will take into consideration various factors, such as the obligations of the Agent and the Trustee to the Lenders, SCL's business, prospects and financial condition, other developments concerning SCL, the market price for the OEH Shares, stock market conditions, general economic conditions, OEH's business and prospects and other developments concerning OEH. On February 18, 2003, OEH filed with the Commission a shelf registration statement on Form S-3 under the Securities Act (the "Shelf Registration Statement"), registering for sale under the Securities Act, from time to time, the 14,403,300 Class A Shares (including 2,459,399 Class A Shares issuable upon conversion of Class B Shares) owned of record by SCL. The Shelf Registration Statement was declared effective by the Commission, and would allow the sale of the OEH Shares by SCL, the Agent or the Trustee through a public offering or in the public market. The Third Amended Facility Agreement contains provisions whereby SCL has agreed to use its reasonable best efforts, including through using its voting rights and board representation in OEH, to procure that OEH will maintain the effectiveness of the Shelf Registration Statement and cooperate with any offering of the OEH Shares that might be made thereunder or otherwise. On January 20, 2004, OEH filed with the Commission a prospectus relating to the Shelf Registration Statement in order to update the information contained in the Shelf Registration Statement. The Agent (acting pursuant to the Power of Attorney), the Trustee (acting pursuant to the Custodian Account Charge) or SCL (with the consent of the Agent) may dispose of the OEH Shares through a public offering or in open market sales as contemplated by the Shelf Registration Statement or otherwise. The Reporting Persons or their affiliates may act as an underwriter or agent in connection with any such sales. On November 6, 2003, OEH filed with the Commission a registration statement on Form S-3 (File No. 333-110296) under the Securities Act (the "Registration Statement"), registering for sale under the Securities Act 3,450,000 Class A Shares and 3,450,000 rights to purchase Series A Junior Participating Preferred Shares. Pursuant to a prospectus dated November 20, 2003, 3,000,000 Class A Shares were offered for sale in a public offering and a total of 3,450,000 Class A Shares were sold following exercise in full of the underwriters' over-allotment option. Citigroup Global Markets Inc., a subsidiary of Citigroup, acted as an underwriter in connection with the offering. Except as set forth above, none of the Reporting Persons nor, to the best of the knowledge and belief of the Reporting Persons, any of the individuals set forth in Schedule A, B or C to this Fourth Amended Statement, has any plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of OEH or the disposition of securities of OEH; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving OEH or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of OEH or any of its subsidiaries; (d) any change in the present board of directors or management of OEH, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of OEH; (f) any other material change in OEH's business or corporate structure; (g) changes in OEH's charter, by-laws or instruments corresponding thereto, or other actions which may impede the acquisition of control of OEH by any person; (h) any class of OEH's securities being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) any class of OEH's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. As of the date of this Fourth Amended Statement, the Reporting Persons may be deemed to beneficially own, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, 14,403,300 OEH Shares. This amount consists of 11,943,901 Class A Shares and 2,459,399 Class B Shares, all or a portion of which may be converted into Class A Shares, of which SCL is the record owner but which the Reporting Persons may be deemed to beneficially own as a result of the Third Amended Facility Agreement, the Custodian Account Charge, the OEH Security Agreement, the Escrow Agreement and the Power of Attorney. In addition, as of the date of this Fourth Amended Statement, Citigroup may be deemed to beneficially own an additional 6,850 Class A Shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup. The 14,403,300 OEH Shares held of record by SCL represent approximately 42.1% of the Class A Shares outstanding and the 6,850 Class A Shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup represent less than 0.01% of the Class A Shares outstanding. The foregoing calculations are based on 31,790,601 Class A Shares outstanding as of October 29, 2004, as disclosed in the Form 10-Q for Orient-Express Hotels Ltd. filed with the Commission on November 9, 2004 (File No. 001-16017), and 2,459,399 Class B Shares referred to above upon conversion thereof into Class A Shares. By virtue of entering into the Custodian Account Charge, the Escrow Agreement and the OEH Security Agreement, the Trustee may be deemed to have sole voting and dispositive power with respect to the 14,403,300 OEH Shares owned of record by SCL. The Trustee expressly disclaims beneficial ownership of the OEH Shares owned of record by SCL. By virtue of entering into the Third Amended Facility Agreement, the OEH Security Agreement and having been granted the Power of Attorney by SCL, the Agent may be deemed to have sole dispositive power with respect to the 14,403,300 OEH Shares owned of record by SCL. The Agent expressly disclaims beneficial ownership of the OEH Shares owned of record by SCL. Citigroup may be deemed to have shared voting power with respect to the 6,850 Class A Shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup. Citigroup expressly disclaims beneficial ownership of the Class A Shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup. By virtue of their potential status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and/or dispositive power over the OEH Shares that may be deemed to be beneficially owned by the other Reporting Persons. Each of the Reporting Persons expressly disclaims beneficial ownership of the OEH Shares that may be deemed to be beneficially owned by the other Reporting Persons. Neither the filing of this Fourth Amended Statement, nor any of its contents, shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any OEH Shares referred to in this Fourth Amended Statement for the purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. To the best knowledge of the Reporting Persons, during the past 60 days preceding the date of this Fourth Amended Statement, none of the Reporting Persons nor any of the individuals set forth in Schedules A, B and C to this Fourth Amended Statement, has effected any transaction in the shares of OEH, except as described in Item 4 above (excluding transactions that may have been effected by certain subsidiaries of Citigroup for managed accounts with funds provided by third-party customers). Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The descriptions of the Third Amendment Agreement, the Second Amendment Agreement, the Second Amended Facility Agreement, the Custodian Account Charge, the OEH Security Agreement, the OEH Security Amendment Agreement, the Account Control Agreement, the Escrow Agreement, the Power of Attorney and the Subordination Agreement (collectively, the "Financing Agreements") contained in Item 4 of this Third Amended Statement are incorporated herein by reference. Such descriptions are summaries of certain provisions of the Financing Agreements, each of which has either been filed as an exhibit to the First Amended Statement, the Second Amended Statement or the Third Amended Statement, and such summaries are qualified by, and subject to, the full text of such agreements which is incorporated by reference herein. To the best knowledge of the Reporting Persons, except as described in this Fourth Amended Statement or in the documents referred to and incorporated by reference herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or any of the individuals set forth in Schedules A, B or C to this Fourth Amended Statement, or between such persons and any person with respect to any securities of OEH. Item 7. Material to be Filed as Exhibits. *1. Joint Filing Agreement, dated as of June 20, 2003, among the Agent, the Trustee, CIL, COIC, Citibank, Citicorp, Citigroup Holdings and Citigroup. **2. Custodian Account Charge, dated December 22, 2003, among SCL, the Trustee and Citibank. **3. Escrow Agreement, dated December 22, 2003, among SCL, the Trustee and Citibank. **4. Power-of-Attorney, dated December 22, 2003, of SCL. **5. OEH Security Agreement, dated December 22, 2003. **6. Account Control Agreement, dated December 22, 2003 among the Trustee, SCL and Citigroup Global Markets Inc. ***7. Second Amendment Agreement, dated July 2, 2004, among SCBIL, SCL, the Guarantors and the Agent. ***+8. Second Amended Facility Agreement, among SCBIL, Citigroup Global Markets Limited, the Governor and Company of the Bank of Scotland, the Agent and Citicorp Trustee Limited. ***9. OEH Security Amendment Agreement, dated July 5, 2004, by and among SCL, the Trustee and the Agent. ***10. Subordination Agreement, dated July 2, 2004, by and among SCL, the Trustee, the Subordinated Creditors named therein and the Intra-Group Borrowers named therein. 11. Third Amended Agreement, dated November 16, 2004, by and among SCBIL, SCL, the Guarantors and the Agent. * Previously filed with the Commission as an exhibit to the Original Statement. ** Previously filed with the Commission as an exhibit to the First Amended Statement. *** Previously filed with the Commission as an exhibit to the Second Amended Statement. + Contained in Schedule 2 to Exhibit 7 to the Second Amended Statement. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 23, 2004 CITIBANK INTERNATIONAL PLC By: /s/ ANDREW GAULTER ---------------------- Name: Andrew Gaulter Title: Company Secretary CITICORP TRUSTEE COMPANY LIMITED By: /s/ JILL ROBSON ------------------- Name: Jill Robson Title: For Citicorporate Limited, Company Secretary CITIBANK INVESTMENTS LIMITED By: /s/ ANDREW GAULTER ---------------------- Name: Andrew Gaulter Title: Company Secretary CITIBANK OVERSEAS INVESTMENT CORPORATION By: /s/ WILLIAM H. WOLF ----------------------- Name: William H. Wolf Title: Executive Vice President CITIBANK, N.A. By: /s/ SERENA D. MOE --------------------- Name: Serena D. Moe Title: Assistant Secretary CITICORP By: /s/ SERENA D. MOE --------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ SERENA D. MOE --------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ SERENA D. MOE --------------------- Name: Serena D. Moe Title: Assistant Secretary SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF CITIBANK INTERNATIONAL PLC Name, Position, Citizenship (United Kingdom unless otherwise indicated) Title and Business Address Winfried F. W. Bischoff Citigroup Europe Director Citigroup Centre United Kingdom and Germany Canada Square Canary Wharf London E14 5LB, England Andrew Martin Gaulter Company Secretary, Secretary Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Michael Stuart Klein Vice Chairman, Director Global Corporate and Investment Bank EMEA United States Citigroup Centre Canada Square Canary Wharf London E14 5LB, England William Joseph Mills Chairman and Chief Executive Officer, Director Global Corporate and Investment Bank EMEA United States Citigroup Centre Canada Square Canary Wharf London E14 5LB, England John Martin Nestor Business Head, Director Citigroup Asset Management EMEA Citigroup Centre Canada Square Canary Wharf London E14 5LB, England John Joseph Roche Non-Executive Director, Director Citigroup Centre United States Canada Square Canary Wharf London E14 5LB, England Jean-Paul Francois Caroline Votron Chief Executive Officer, Director Consumer Bank EMEA Belgium 263g, Boulevard Generaal Jacqueslaan B-1050 Brussels, Belgium Francesco Paolo Vanni d'Archirafi Chairman and Chief Executive, CEO, GTS EMEA Citibank International plc Italy Citigroup Centre Canada Square Canary Wharf London E14 5LB, England David Challen Business Head Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England - -------------------------------------------------------------------------------- SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF CITICORP TRUSTEE COMPANY LIMITED Name, Position, Citizenship (United Kingdom unless otherwise indicated) Title and Business Address Robert Harry Binney Director, Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Citicorporate Limited Secretary, Secretary Citigroup Centre England and Wales Canada Square Canary Wharf London E14 5LB, England Christopher Blakey Funds Administration Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Derrick Bernard Boniface Finance Director, Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Jillian Rosemary Hamblin Director (Corporate Debt), Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Viola Joyce Deloris Japaul Director (Corporate Debt), Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Marne Lidster Director (Corporate Debt), Director Citigroup Centre Canada Canada Square Canary Wharf London E14 5LB, England David John Mares Director (Corporate Debt), Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Sean David Quinn Chief Executive, Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Huw St. John Rees Compliance Director, Director Citigroup Centre Canada Square Canary Wharf London E14 5LB, England Bronwyn Corinna Wright Relationship Management Director 1 North Wall Quay Ireland Dublin 1, Republic of Ireland - -------------------------------------------------------------------------------- SCHEDULE C EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC. Name, Position, Citizenship (United States unless otherwise indicated) Title and Business Address C. Michael Armstrong Retired Chairman Director Hughes, AT&T and Comcast Corporation 1114 Avenue of the Americas New York NY 10036 Alain J.P. Belda Chairman & Chief Executive Officer Director Alcoa Inc. Brazil 390 Park Avenue New York NY 10022 George David Chairman & Chief Executive Officer Director United Technologies Corporation 1 Financial Plaza Hartford CT 06101 Kenneth T. Derr Chairman, Retired Director ChevronTexaco Corporation 345 California Street San Francisco CA 94104 John M. Deutch Institute Professor, Massachusetts Institute of Director Technology 77 Massachusetts Avenue, Room 6-208 Cambridge MA 02139 The Honorable Gerald R. Ford Former President of the United States Honorary Director 40365 Sand Dune Road Rancho Mirage CA 92270 Ann Dibble Jordan Consultant Director 2904 Benton Place, N.W. Washington DC 20008 Dudley C. Mecum Managing Director Director Capricorn Holdings, LLC 30 East Elm Street Greenwich CT 06830 Anne M. Mulcahy Chairman and Chief Executive Officer Director Xerox Corporation 800 Long Ridge Road Stamford CT 06904 Richard D. Parsons Chairman & Chief Executive Officer Director Time Warner Inc. One Time Warner Center New York NY 10019 Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. 41 Meadow Wood Drive Greenwich CT 06830 Roberto Hernandez Ramirez Chairman of the Board Director Banco Nacional de Mexico Mexico Actuario Roberto Medellin No. 800 Col. Santa Fe 01210 Mexico City Mexico Charles Prince Chief Executive Officer Director and Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Dr. Judith Rodin Former President Director University of Pennsylvania 101 College Hall Philadelphia PA 19104 Robert E. Rubin Member of the Office of the Chairman Director and Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Franklin A. Thomas Consultant Director TFF Study Group 595 Madison Avenue 33rd Floor New York NY 10022 Sanford I. Weill Chairman Director and Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Robert B. Willumstad President and Chief Operating Officer Director and Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Winfried F.W. Bischoff Chairman Executive Officer Citigroup Europe United Kingdom and Germany 33 Canada Square Canary Wharf London E14 5LB United Kingdom David C. Bushnell Senior Risk Officer Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Michael A. Carpenter Chairman and Chief Executive Officer Executive Officer Citigroup Global Investments 399 Park Avenue New York NY 10043 Robert Druskin Chief Executive Officer and President Executive Officer Global Corporate and Investment Banking Group 388 Greenwich Street New York NY 10013 Stanley Fischer Vice Chairman Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 William P. Hannon Controller & Chief Accounting Officer Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Michael S. Helfer General Counsel and Corporate Secretary Citigroup Inc. Executive Officer 399 Park Avenue New York NY 10043 Sallie L. Krawcheck Chief Executive Officer Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Marjorie Magner Chairman and Chief Executive Officer Executive Officer Global Consumer Group 399 Park Avenue New York NY 10043 William R. Rhodes Senior Vice Chairman Executive Officer Citigroup Inc. 399 Park Avenue New York NY 10043 Todd S. Thomson Chairman and Chief Executive Officer Executive Officer Global Wealth Management Group 388 Greenwich Street New York NY 10013 - -------------------------------------------------------------------------------- EX-99 2 exhibit.txt AMENDMENT AGREEMENT - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] Execution copy 16 NOVEMBER 2004 Sea CONTAINERS BRITISH ISLES LIMITED as Borrower sea containers ltd. and others as Guarantors with CITIBANK INTERNATIONAL PLC acting as Agent --------------------------------------------------------------------------- amendment agreement relating to a Revolving facilitY agreement dated 10 june 2003 as amended and restated on 22 december 2003 and on 2 july 2004 --------------------------------------------------------------------------- THIS AGREEMENT is dated 16 November 2004 and made between: (1) SEA CONTAINERS BRITISH ISLES LIMITED (the "Borrower"); (2) THE GUARANTORS (as defined in the Original Facility Agreement); (3) CITIGROUP GLOBAL MARKETS LIMITED and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND (the "Mandated Lead Arrangers"); (4) CITIBANK, N.A. and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as the existing Lenders (the "Existing Lenders"); (5) NORDEA BANK DANMARK A/S and NORDEA BANK FINLAND PLC, LONDON BRANCH as the new Lenders (the "New Lenders"); (6) CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the "Agent"); and (7) CITICORP TRUSTEE COMPANY LIMITED as security trustee for the Secured Parties (the "Trustee"). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: "Amended Agreement" means the Original Facility Agreement, as amended by this Agreement. "Effective Date" means (i) 18 November 2004 provided that on or prior to that date the Agent confirms to the Lenders and the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent or (ii) any later date on which the Agent confirms to the Lenders and the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent provided that such later date is the last day of an Interest Period. "Original Facility Agreement" means the Facility Agreement dated 10 June 2003 as amended and restated on 22 December 2003 and on 2 July 2004 entered into by Sea Containers British Isles Limited, Citigroup Global Markets Limited, Fortis Bank SA/NV and the Governor and Company of the Bank of Scotland as arrangers and with Citibank International PLC as agent and Citicorp Trustee Company Limited as trustee, as amended from time to time prior to the date of this Agreement. 1.2 Incorporation of Defined Terms (a) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. (b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement. 1.3 Clauses (a) In this Agreement any reference to a "Clause" or "Schedule" is, unless the context otherwise requires, a reference to a Clause or Schedule of this Agreement. (b) Clause and Schedule headings are for ease of reference only. 2. NOVATION 2.1 Novation of commitments On the Effective Date (regardless of whether a Default has occurred and is continuing) Citibank, N.A. will transfer by novation certain of its rights, benefits and obligations under the Original Facility Agreement to the New Lenders as if Citibank, N.A. has done so pursuant to a Transfer Certificate, so that: (a) the New Lenders will become Lenders under the Amended Agreement with a Commitment as set out in the relevant column opposite their names in paragraph 2 of Schedule 2 (Amendments to Original Facility Agreement), which is the result of (i) the transfer by Citibank, N.A. to the New Lenders and (ii) an increase of the Facility made available by the New Lenders; and (b) Citibank, N.A.'s Commitment shall be reduced to the respective amount set out opposite its name in the relevant column in paragraph 2 of Schedule 2 (Amendments to Original Facility Agreement). 2.2 Transfer The novation set out in Clause 2.1 (Novation of commitments) shall take effect on the Effective Date so that: (a) to the extent that in Clause 2.1 (Novation of commitments) Citibank, N.A. seeks to transfer by novation certain of its rights and obligations under the Original Facility Agreement each of the Obligors and Citibank, N.A. shall be released from further obligations towards one another under the Original Facility Agreement and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations"); (b) each of the Obligors and the New Lenders shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lenders have assumed and/or acquired the same in place of that Obligor and Citibank, N.A.; (c) the Agent, the Mandated Lead Arrangers, the New Lenders and the Existing Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lenders been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and Citibank, N.A. shall each be released from further obligations to each other under this Agreement; and (d) the New Lenders shall become a Party as "Lenders". 2.3 Amounts due on or before the Effective Date Any amounts payable to the Existing Lenders by the Obligors on or before the Effective Date (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account of the Original Lenders and the New Lenders shall not have any interest in, or any rights in respect of, any such amount. 2.4 Own responsibility and exclusion of liability (a) The New Lenders confirm that they have received a copy of the Original Facility Agreement together with such other information as it has required in connection with this transaction; (b) Unless expressly agreed to the contrary, each Existing Lender makes no representation or warranty and assumes no responsibility to the New Lenders for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the financial condition of any Obligor; (iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or any other document. and any representations or warranties implied by law are excluded. 2.5 Acknowledgement of Transfer The Existing Lenders give notice that nothing in this Agreement or in the Original Facility Agreement (or any Finance Document) shall oblige any Original Lender to: (a) accept a re-transfer from the New Lenders of any of the rights and obligations assigned or transferred under this Agreement; or (b) support any losses directly or indirectly incurred by the New Lenders by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. The New Lenders by this Agreement acknowledge the absence of any obligation as is referred to in (a) or (b) above. 2.6 Administrative Details The New Lenders have delivered to the Agent their initial details for the purposes of Clause 32 (Notices) of the Amended Agreement. 3. AMENDMENT With effect from the Effective Date the Original Facility Agreement shall be amended as set out in Schedule 2 (Amendments to Original Facility Agreement). 4. SUBORDINATION AGREEMENT 4.1 With effect from the Effective Date, Clause 7.4 of the Subordination Agreement shall be amended so that the reference to: (a) "another Subordinated Creditor" in the third line of Clause 7.4.1 shall be deleted and replaced by "an Intra-Group Borrower"; and (b) "Subordinated Creditor" in the third line of Clause 7.4.2 shall be deleted and replaced by "Intra-Group Borrower". 4.2 Subject to the amendments to the Subordination Agreement set out above in Clause 4.1 the Subordination Agreement shall remain in full force and effect in accordance with its terms. 5. REPRESENTATIONS The Borrower and the Guarantors make the Repeating Representations as if each reference in those representations to "this Agreement" or "the Finance Documents" includes a reference to (a) this Agreement and (b) the Amended Agreement. 6. CONTINUITY AND FURTHER ASSURANCE 6.1 Consent The Borrower, the Guarantors, the Mandated Lead Arrangers, the Existing Lenders and the Agent each consent to the New Lenders becoming Lenders. 6.2 Confirmation The Guarantors confirm that their obligations under the Finance Documents extend to cover the Secured Obligations as amended by this Agreement. 6.3 Continuing obligations The provisions of the Finance Documents shall, save as amended in this Agreement, continue in full force and effect. 6.4 Further assurance Each of the Borrower and the Guarantors shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 7. FEES, COSTS AND EXPENSES 7.1 Transaction expenses The Parent shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. 7.2 Enforcement costs The Parent shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under this Agreement. 7.3 Stamp taxes The Parent shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement. 8. MISCELLANEOUS 8.1 Incorporation of terms The provisions of clause 34 (Partial Invalidity), clause 35 (Remedies and waivers), clause 38 (Governing Law) and clause 39 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" or "the Finance Documents" are references to this Agreement. 8.2 Designation as Finance Document The Parent and the Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of Finance Document in the Original Facility Agreement. 8.3 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. SCHEDULE 1 CONDITIONS PRECEDENT 1. Obligors: Corporate Documents (a) A certificate of an authorised signatory of the relevant Obligor, certifying that the constitutional documents of each Obligor, as delivered and certified to the Agent and the Finance Parties on 23 July 2004, are correct, complete and in full force and effect without modification as at a date no earlier than the date of this Agreement. (b) A copy of a good standing certificate (including verification of tax status) with respect to each US Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each US Obligor's jurisdiction of incorporation or organisation. (c) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents, powers of attorneys, deeds and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above. (e) A copy of a resolution signed by all the holders of the issued shares in each Obligor (to the extent required), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Obligor is a party and where such Obligor is a corporate, a resolution from the directors of that company approving such shareholder resolution and duly appointing a director or other authorised signatory to sign it. (f) A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded and would not cause any Obligor to breach any provision of any contract or agreement entered into by it prior to the date of this Agreement. (g) A certificate of an authorised signatory of the relevant Obligor, certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 2. Security Documents (a) The following Security Documents duly executed by the relevant Obligors and, if required, the Trustee: (1) Chargor incorporated in Bermuda (A) Silja Pledge. (B) Charge over GE Seaco Dividends Account, Dividends Account and Mandatory Prepayment Account granted by Sea Containers Ltd. (2) Chargor incorporated in UK (A) Charge over shares granted by Sea Containers UK Limited in respect of its shareholding in Sea Containers British Isles Limited. (B) Charge over shares granted by Sea Containers British Isles Limited in respect of its shareholding in GNER Holdings Limited. (C) Charge over shares granted by Sea Containers British Isles Limited in respect of its shareholding in Sea Containers Property Services Limited. (D) Charge over shares granted by Sea Containers British Isles Limited in respect of its shareholding in Sea Containers Railway Services Limited. (E) Assignment relating to GNER Limited dividends by GNER Holdings Limited. (F) Charge over shares granted by Ferry & Port Holdings Limited in respect of its shareholding in Sea Containers Ports Limited. (G) Floating Charge granted by Sea Containers British Isles Limited. (b) All documentation, and/or evidence of all other steps required to perfect the Security Documents. 3. Legal Opinions (a) A legal opinion of Clifford Chance LLP legal advisors to the Mandated Lead Arrangers and Agent in England, substantially in the form distributed to the Lenders prior to signing this Agreement. (b) A legal opinion of Mello, Jones & Martin legal advisers to the Mandated Lead Arrangers and the Agent in Bermuda, substantially in the form distributed to the Lenders prior to signing this Agreement. (c) A legal opinion of George Walton Payne & Co legal advisors to the Mandated Lead Arrangers and the Agent in Barbados, substantially in the form distributed to the Lenders prior to the signing of this Agreement. (d) A legal opinion of Clifford Chance US legal advisers to the Mandated Lead Arrangers and the Agent in the United States (in relation to New York law), substantially in the form distributed to the Lenders prior to signing this Agreement. (e) A legal opinion of Luostarinen Mettala Raikkonen, Finnish counsel to the Mandated Lead Arrangers and the Agent in Finland, substantially in the form distributed to the Lenders prior to signing this Agreement. 4. Other documents and evidence (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity or enforceability of any Finance Document or of the Transaction Security. (b) Evidence that the fees, costs and expenses then due from the Borrower have been paid or will be paid by the Effective Date. (c) Evidence that the Market Value of the Secured Shares is at least US$120,000,000. SCHEDULE 2 AMENDMENTS TO ORIGINAL FACILITY AGREEMENT With effect from the Effective Date, the Original Facility Agreement shall be amended as set out below: 1. Clause 1.1 (Definitions) 1.1 Paragraph (a) of the definition of "Existing Security" shall be amended to read "any Security for Existing Financial Indebtedness noted in the Group Structure Chart". 1.2 Include the following definition: ""Legal Reservations" means: (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and (c) similar principles, rights and defences under the laws of any Relevant Jurisdiction." 1.3 In the definition of "Required Security Coverage Amount" delete "US$100,000,000" in paragraph (a) of the definition of "Required Security Coverage Amount" and replace by "US$120,000,000". 1.4 Delete the definition of "Silja Bank Agreement" and replace by: ""Silja Bank Agreement" means the EUR 215,000,000 Secured Term Loan and EUR 126,000,000 Revolving Credit Facility Agreement dated 5 November 2003 made between among others Silja Oy Ab (formerly Silja Oyj Abp) as borrower and Nordea Bank Danmark A/S as paying agent and lead arranger and Nordea Bank Finland PLC as security agent." 2. Paragraph (b)(i) of Clause 8.5 (GNER) Delete "the Total Commitments shall be reduced by US$50,000,000;" and replace by "the Total Commitments shall be reduced by US$60,000,000;". 3. Paragraph (b)(ii) of Clause 11.2 (Market Disruption) Delete "35 per cent."and replace by "24 per cent.". 4. Clause 19.20 (Security) Delete "No third party consents or regulatory approvals are required for the purposes of a sale of all or part of the Charged Property" and replace by: "No third party consents or regulatory approvals are required for the purposes of a sale of all or part of the Charged Property, except for such consents and approvals required under the Existing Security or the Security as created by certain of the Obligors in favour of the Trustee dated 10 June 2003, 22 December 2003 and 5 July 2004." 5. Clause 22.19 (Further Assurance) Delete "Security over the Policies and any other material insurance policies" in paragraph (b) of Clause 22.19 (Further Assurance) and replace by "Security over any material insurance policies". 6. Paragraph (c) of Clause 23.14 (Transaction Security) Delete "At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security" and replace by: "At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security, except for the Security created under the Existing Security or the Security as created by certain of the Obligors in favour of the Trustee dated 10 June 2003, 22 December 2003 and 5 July 2004". 7. Paragraph (a) of Clause 24.2 (Conditions of assignment or transfer) Add, at the end of paragraph (a) of Clause 24.2 (Conditions of assignment or transfer), "or if a Default is continuing". 8. Schedule 1 (The Original Parties) Delete the table in Part II (The Original Lenders - other than UK Non-Bank Lenders) of Schedule 1 (The Original Parties) and replace by the following: "Name of Original Lender Commitment The Governor and Company of the Bank of Scotland US$50,000,000 Citibank, N.A. US$40,000,000 Nordea Bank Danmark A/S US$15,000,000 Nordea Bank Finland PLC, London Branch US$15,000,000" 9. Schedule 8 (Timetables) Delete "U-2" throughout Schedule 8 (Timetables) and replace by "U-3". SIGNATURES THE BORROWER SIGNED for and on behalf of SEA CONTAINERS BRITISH ISLES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary THE GUARANTORS SIGNED for and on behalf of FERRY & PORT HOLDINGS LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of GNER HOLDINGS LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of HOVERSPEED LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of NEWHAVEN MARINA LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS AMERICA INC. By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS FERRIES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS LTD. By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS PORTS & FERRIES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS PORTS LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS PROPERTIES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS PROPERTY SERVICES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS RAILWAY SERVICES LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SEA CONTAINERS UK LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SILJA HOLDINGS LIMITED By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary SIGNED for and on behalf of SILJA OY AB By: Address: Sea Containers Ltd. c/o Sea Containers Services Limited 20 Upper Ground London SE1 9PF Fax: +44 207 805 5900 Telephone: +44 207 805 5000 Attention: Company Secretary THE MANDATED LEAD ARRANGERS SIGNED for and on behalf of CITIGROUP GLOBAL MARKETS LIMITED By: Address: Loan Capital Markets Citigroup 33 Canada Square London E14 5LB Fax: +44 207 986 8275 Telephone: +44 207 986 7569 Attention: Loan Capital Markets, Pareejat Singhal, Director SIGNED for and on behalf of THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND By: Address: Bank of Scotland Corporate Banking 7th floor 155 Bishopsgate London EC2M 3YB Fax: +44 207 012 9209 Telephone: +44 207 012 9459 Attention: Corporate Banking, Jon Feast, Director THE AGENT SIGNED for and on behalf of CITIBANK INTERNATIONAL PLC By: Address: Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB Fax: +44 207 500 4482/4484 Telephone: +44 207 500 4194 Attention: Loans Agency THE TRUSTEE SIGNED for and on behalf of CITICORP TRUSTEE COMPANY LIMITED By: Address: Citicorp Trustee Company Limited 14th floor Citigroup Centre Canada Square Canary Wharf London E14 5LB Fax: +44 207 500 5857 Telephone: +44 207 500 5712 Attention: Agency and Trust THE EXISTING LENDERS SIGNED for and on behalf of CITIBANK, N.A. By: Address: Loan Capital Markets Citigroup 33 Canada Square London E14 5LB Fax: +44 207 986 8275 Telephone: +44 207 986 7569 Attention: Loan Capital Markets, Pareejat Singhal, Director SIGNED for and on behalf of THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND By: Address: Bank of Scotland Corporate Banking 7th floor 155 Bishopsgate London EC2M 3YB Fax: +44 207 012 9209 Telephone: +44 207 012 9459 Attention: Corporate Banking, Jon Feast, Director THE NEW LENDERS SIGNED for and on behalf of NORDEA BANK DANMARK A/S By: Address: Strandgade 3 P.O. Box 850 DK-0900 Copenhagen C Denmark Fax: +45 33 33 55 09/ +45 33 33 58 20 Telephone: +45 33 33 39 42/+45 33 33 51 19 Attention: Lars Kyvsgaard/ Lene Skadborg SIGNED for and on behalf of NORDEA BANK FINLAND PLC, LONDON BRANCH By: Address: 8th floor, City Place House 55 Basinghall Street London EC2V 5NB Fax: +44 207 726 9261/9102 Telephone: +44 207 726 9188/9107/9248/9247 Attention: Linda Hoff/ Lawrence Joseph/ Mike Sheppard/ Sierra Cheong -----END PRIVACY-ENHANCED MESSAGE-----