-----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, Qa4PTsDTruhBqLx82ffXe5LfdOWYUJSnt4OIqG+26PkCwNCYfypCHe1jpMmjhTsQ D6FS0YjnLCxFRt7d8TIhow== 0000947871-07-001214.txt : 20070917 0000947871-07-001214.hdr.sgml : 20070917 20070917092522 ACCESSION NUMBER: 0000947871-07-001214 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 GROUP MEMBERS: SAMSARA PROPERTIES LIMITED GROUP MEMBERS: THE INDIAN HOTELS COMPANY LIMITED 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-60303 FILM NUMBER: 071119081 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: INDIAN HOTELS CO LTD /FI CENTRAL INDEX KEY: 0000946153 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MANDLIK ROAD CITY: BOMBAY 400 011 INDIA STATE: K7 SC 13D 1 sc13d_091407-orientexpress.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. [____])*

Orient-Express Hotels Ltd.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G67743107

(CUSIP Number)

Anil P. Goel

Chief Financial Officer

The Indian Hotels Company Limited

The Taj Mahal Palace & Tower

Business Centre Room No. 111, Apollo Bunder

Mumbai 400 001, India

+91 22 6665 3366

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

with a copy to:

George Karafotias

Shearman & Sterling LLP

Broadgate West, 9 Appold Street

London EC2A 2AP, United Kingdom

+44 (0)20 7655 5000

September 7, 2007

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G67743107

Page 2 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Indian Hotels Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,247,844 Class A Common Shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,247,844 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,247,844 Class A Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON (See Instructions) HC

Page 2 of 14

SCHEDULE 13D

CUSIP No. G67743107

Page 3 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samsara Properties Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,247,844 Class A Common Shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,247,844 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,247,844 Class A Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 3 of 14

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Class A Common Shares, par value $0.01 per share (the “Shares”), of Orient-Express Hotels Ltd., a company organized under the laws of Bermuda (the “Company”), whose principal executive offices are located at Sea Containers House, 20 Upper Ground, London SE1 9PF, United Kingdom.

Item 2.

Identity and Background.

This Schedule 13D is being filed jointly by The Indian Hotels Company Limited, a limited liability company organized under the laws of the Republic of India (“Indian Hotels”), and Samsara Properties Limited, a limited liability company organized under the laws of the British Virgin Islands (“Samsara”).

Indian Hotels is the parent company of an ultra-luxury hotel group that operates under the brand “Taj Hotels Resorts and Palaces” and comprises 84 hotels around the world. The principal executive offices of Indian Hotels are located at Mandlik House, Mandlik Road, Mumbai 400 001, India.

Samsara is a wholly-owned subsidiary of Indian Hotels that acts as a holding company for interests in hospitality assets. The principal office address of Samsara is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each of the executive officers and directors of Indian Hotels and each of the directors of Samsara are set forth in Schedule A hereto and are incorporated herein by reference. Samsara has no executive officers.

During the last five years, neither Indian Hotels nor Samsara nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Indian Hotels and Samsara have entered into a Joint Filing Agreement, dated September 17, 2007, a copy of which is filed with this Schedule 13D as Exhibit A, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 3.

Source and Amount of Funds or Other Considerations.

During the period from August 17, 2007 to September 14, 2007, Samsara purchased 4,247,844 Shares in the open market for total consideration of $211,275,661.

Page 4 of 14

Samsara funded these purchases from funds received pursuant to a loan agreement, dated August 17, 2007, with Tata Limited (the “Loan Agreement”), a copy of which is attached as Exhibit B hereto. Pursuant to the Loan Agreement, Tata Limited has agreed to lend to Samsara $300 million (the “Loan”). On August 20, 2007, Samsara drew $135 million under the Loan. Further, on September 11, 2007, Samsara drew $100 million under the Loan and on September 14, it drew $65 million under the Loan. Interest on the outstanding amount of the Loan accrues on a daily basis at the rate of 6.25% per annum. The principal amount of the Loan, if not demanded earlier by Tata Limited as provided for in the Loan Agreement, must be repaid by Samsara to Tata Limited at the end of six months from the date of the first drawdown.

The description of the Loan Agreement contained herein is qualified in its entirety by reference to Exhibit B, which is incorporated herein by reference.

Item 4.

Purpose of Transaction.

In recent years, Indian Hotels has been pursuing alliances and relationships with leading hotel groups that have not yet set up a presence in India, but have secured leadership positions in different geographies. On September 14, 2007, Indian Hotels delivered a letter (the “Letter”) to Mr. James B. Hurlock, the Chairman of the Board of Directors of the Company, indicating its interest in pursuing a possible association between Indian Hotels and the Company and requesting an opportunity to meet with Mr. Hurlock and the Board of Directors of the Company to discuss this matter further. A copy of the Letter is attached as Exhibit C hereto. The description of the Letter contained herein is qualified in its entirety by reference to Exhibit C, which is incorporated herein by reference.

As requested in the Letter, Indian Hotels hopes to meet with Mr. Hurlock and the Board of Directors of the Company to discuss a possible association between Indian Hotels and the Company, including combination of the international properties of the two companies. Depending on the outcome of these discussions, any such association, alliance or business combination could result in one or more of the events set forth in Items 4(a) through (j) of Schedule 13D.

Indian Hotels, through its wholly-owned subsidiary Samsara, acquired the Shares as a reflection of its deep commitment to the possibility of an association with the Company. Following the proposed dialogue with the Company, Indian Hotels and Samsara would seek to review their investment in the Company on a regular basis and, as a result thereof, may at any time and from time to time determine, either alone or as part of a group, (a) to acquire additional Shares in the Company; (b) to dispose of all or a portion of the Shares owned by them; or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in Items 4(a) through (j) of Schedule 13D. Notwithstanding anything herein, Indian Hotels and Samsara specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as the specific elements thereof), Indian Hotels and Samsara expect that they would take into consideration a variety of factors, including, but not limited to, general economic, market and industry conditions, and financial and stock market conditions, including the market price of the Shares, and other business opportunities available to Indian Hotels.

Page 5 of 14

Except as set forth in this Item 4, Indian Hotels and Samsara have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

The responses of Indian Hotels and Samsara to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Indian Hotels and Samsara is based on 42,443,000 Shares outstanding as at July 31, 2007, as contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed by the Company with the Securities and Exchange Commission on August 9, 2007.

Except as disclosed in this Schedule 13D, neither Indian Hotels nor Samsara nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Schedule 13D, neither Indian Hotels nor Samsara nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.

The transactions in the Shares that may be deemed to be beneficially owned by Indian Hotels and Samsara during the past 60 days are set forth on Schedule B hereto. All such purchases were effected in the open market.

Except as disclosed in this Schedule 13D, neither Indian Hotels nor Samsara nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

To the best knowledge of Indian Hotels and Samsara, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Indian Hotels and Samsara.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Indian Hotels and Samsara or, to the best of their knowledge, any of the persons named in Schedule A hereto or between Indian Hotels or Samsara and any other person or, to the best of their knowledge, any person named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to,

Page 6 of 14

transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits.

Exhibit No.	Description

A	Joint Filing Agreement, dated September 17, 2007, between The Indian Hotels Company Limited and Samsara Properties Limited
B	Loan Agreement, dated August 17, 2007, between Tata Limited and Samsara Properties Limited
C	Letter, dated September 14, 2007, from The Indian Hotels Company Limited to Mr. James B. Hurlock, Chairman of the Board of Directors of the Company

Page 7 of 14

SIGNATURE

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:


September 17, 2007			THE INDIAN HOTELS COMPANY LIMITED


			/s/ Anil P. Goel
			Signature


			Anil P. Goel/Chief Financial Officer
			Name/Title


			SAMSARA PROPERTIES LIMITED

			/s/ Chetan Shah
			Signature


			Chetan Shah/Director
			Name/Title

Page 8 of 14

SCHEDULE A

The Indian Hotels Company Limited

Directors and Executive Officers

Name and Business Address	Present Principal Occupation	Citizenship
Directors
Ratan N. Tata Bombay House 24 Homi Mody Street Mumbai 400 001 India	Company Director	Republic of India
R. K. Krishna Kumar Bombay House 24 Homi Mody Street Mumbai 400 001 India	Company Director	Republic of India
Noshir A. Soonawala Bombay House 24 Homi Mody Street Mumbai 400 001 India	Company Director	Republic of India
S. K. Kandhari 6A Hansalaya 15 Barakhamba Road New Delhi 110 001 India	Chartered Accountant	Republic of India
K. B. Dadiseth Room Nos. 1118/1120 Hilton Towers Nariman Point Mumbai 400 021 India	Company Director	Republic of India

Page 9 of 14

Deepak Parekh Ramon House Backbay Reclamation Churchgate Mumbai 400 020 India	Company Director	Republic of India
Jagdish Capoor Ramon House Backbay Reclamation Churchgate Mumbai 400 020 India	Company Director	Republic of India
Shapoor Mistry Shapoorji Pallonji Centre 41-44 Minoo Desai Marg Colaba, Mumbai 400 005 India	Company Director	Republic of India
Raymond N. Bickson The Taj Mahal Palace & Tower, Business Centre Room No. 111, Apollo Bunder, Mumbai 400 001 India	Managing Director The Indian Hotels Company Limited	United States of America
Executive Officers
Raymond N. Bickson The Taj Mahal Palace & Tower, Business Centre Room No. 111, Apollo Bunder, Mumbai 400 001 India	Managing Director	United States of America
Anil P. Goel The Taj Mahal Palace & Tower, Business Centre Room No. 111, Apollo Bunder, Mumbai 400 001 India	Chief Financial Officer	Republic of India
Ajoy K. Misra Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Senior Vice President – Sales and Marketing	Republic of India

Page 10 of 14

Prakash Shukla Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Senior Vice President – Technology and Chief Information Officer	Republic of India
Rajiv Gujral Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Chief Operating Officer and Senior Vice President – Mergers, Acquisitions and Development	Republic of India
Franz Zeller Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Senior Vice President and Chief Operating Officer Luxury Strategic Business Unit – International	Commonwealth of Australia
Abhijit Mukerji Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Chief Operating Officer – Luxury Strategic Business Unit – India	Republic of India
Jamshed S. Daboo Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Chief Operating Officer – Business Strategic Business Unit	Republic of India
Jyoti Narang Oxford House, 15/17 NF Parekh Marg, Colaba, Mumbai 400 001 India	Chief Operating Officer – Leisure Strategic Business Unit	Republic of India
Dev Bajpai Mandlik House, Mandlik Road Mumbai 400 001 India	Vice President (Legal) and Company Secretary	Republic of India

Page 11 of 14

Samsara Properties Limited

Directors

Name and Business Address

Present Principal Occupation

Citizenship

Directors

Anil P. Goel

The Taj Mahal Palace & Tower, Business Centre Room No. 111, Apollo Bunder, Mumbai 400 001 India

Chief Financial Officer

The Indian Hotels Company Limited

Republic of India

Nagarajan Chandrasekhar

51 Buckingham Gate
London SW1E 6AF
United Kingdom

Vice President Finance – UK & Europe

St. James Court Hotel Limited

Republic of India

M. Shivkumar

Mandlik House, Mandlik Road
Mumbai 400 001
India

Vice President Finance

The Indian Hotels Company Limited

Republic of India

Niyant Maru

Mandlik House, Mandlik Road
Mumbai 400 001
India

Director Finance

The Indian Hotels Company Limited

Republic of India

Rajesh Parekh

Mandlik House, Mandlik Road
Mumbai 400 001
India

Director Finance

The Indian Hotels Company Limited

Republic of India

Chetan Shah

Vice Chairman’s Office
2^nd Floor, Bombay House
24 Homi Mody Street
Fort Mumbai 400 001
India

Director, Mergers & Acquisitions

The Indian Hotels Company Limited

Republic of India

Page 12 of 14

SCHEDULE B

Transactions in Shares During the Past 60 Days

Date of Purchase	Quantity of Shares Purchased	Price Per Share ($)
August 17, 2007	162,300	44.48
August 20, 2007	68,300	44.81
August 21, 2007	115,000	46.48
August 22, 2007	250,100	48.07
August 23, 2007	350,859	48.18
August 27, 2007	151,000	47.81
August 28, 2007	213,400	47.91
August 30, 2007	289,100	48.90
August 31, 2007	142,465	49.48
September 4, 2007	131,200	49.48
September 5, 2007	126,276	49.31
September 6, 2007	100,000	49.42
September 7, 2007	699,699	50.01
September 10, 2007	633,800	51.04
September 11, 2007	514,400	52.18
September 12, 2007	199,945	53.51
September 13, 2007	100,000	53.86

Page 13 of 14

EXHIBIT INDEX

Exhibit No.	Description
A	Joint Filing Agreement, dated September 17, 2007, between The Indian Hotels Company Limited and Samsara Properties Limited
B	Loan Agreement, dated August 17, 2007, between Tata Limited and Samsara Properties Limited
C	Letter, dated September 14, 2007, from The Indian Hotels Company Limited to Mr. James B. Hurlock, Chairman of the Board of Directors of the Company

Page 14 of 14

EX-99 2 ex99-a.htm EX-99-A - JOINT FILING AGREEMENT

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated September 17, 2007, with respect to the Class A common shares, par value $0.01 per share, of Orient-Express Hotels Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17^th day of September, 2007.

Dated:


September 17, 2007		THE INDIAN HOTELS COMPANY LIMITED


	By:	/s/ Anil P. Goel
		Name: Anil P. Goel
		Title: Chief Financial Officer

September 17, 2007		SAMSARA PROPERTIES LIMITED


	By:	/s/ Chetan Shah
		Name: Chetan Shah
		Title: Director

EX-99 3 ex99-b.htm EX-99-B - LOAN AGREEMENT

EXHIBIT B

LOAN AGREEMENT

THIS AGREEMENT made this 17th day of August, 2007 between Samsara Properties Limited, a Limited Company incorporated and existing under the International Business Companies Act (Cap 291) of the British Virgin Islands and having its Registered Office at The Offices of Trident Trust Company (BVI) Limited, Road Town, Tortola, British Virgin Islands hereinafter called as “the Borrower”, (which expression unless it be repugnant to the context or meaning shall mean and include its successors and permitted assigns), AND Tata Limited having its Registered Office at 18 Grosvenor Place, London SW1X 7HS hereinafter called “the Lender” which expression unless it be repugnant to the context or meaning thereof shall mean and include its successors and assigns).

WHEREAS at the request of the Borrower, the Lender has agreed to grant a Loan of USD 300 million (United States Dollars Three Hundred Million only) to the Borrower on the terms and conditions herein mentioned, and also prescribed in the Lender’s Facility Advice Letter dated 16th August 2007.

WITNESSETH THAT:

1.	In this agreement unless the context otherwise requires:

(a)

“Proposal means the application / proposal made by the Borrower to the Lender for the loan and where the context so requires all other information submitted by the Borrower to the Lender with a view to get the Lender to sanction and make available the loan to the Borrower;

(b)

“Facility Advice Letter” means the letter dated 16th August 2007 addressed by the Lender to the Borrower all the contents of which shall be treated as forming part of this Agreement, advising the sanction of the loan on the terms, conditions and securities as mentioned therein and which has been accepted by the Borrower.

The Borrower hereby agrees to borrow from the Lender and the Lender hereby agrees to lend to the Borrower a Loan of USD 300 million (United States Dollars Three Hundred Million only) hereinafter referred to as “the Loan” and in consideration of the Lender having agreed to grant to the Borrower the Loan, the Borrower hereby irrevocably agrees, undertakes and confirms to the Lender as follows:

On the performance of the Borrower of all conditions precedent as hereinafter provided and upon receipt of the Drawdown Notice from the Borrower, the Lender may at its sole and absolute discretion disburse the Loan to the Borrower. The Loan may be disbursed in full or in such tranches as mentioned in the Facility Letter or if not mentioned then as may be mutually agreed upon by and between the Borrower and the Lender and in case when disbursed in tranches then each Drawdown Notice will comply with the above requirements and will mention the amount to be disbursed.

4.	A Loan account will be opened in the books of accounts of the Lender in the name of the Borrower in respect of the Loan. The Borrower shall give a written notice to the Lender

(“Drawdown Notice”) specifying the proposed date of Drawdown, which should be a day on which Lender in London is open for business (“Business Day”), and either giving details of bank account(s) where the proceeds of the Loan are to be remitted or requesting for the issuance of the cheque / pay order / demand draft for the proceeds of the Loan. The Drawdown Notice should reach the Lender at least two (2) full Business Days before the date of the proposed Drawdown, failing which the Lender may, at its sole and absolute discretion, disburse the Loan after the proposed date of Drawdown. The total Loan amount of USD 300 million only may be disbursed in full at the request of the Borrower.

5. (i)

The Borrower shall pay to the Lender interest on the outstanding amount of the Loan at the rate of 6.25% per annum.

(ii)

All interest payable under the Agreement shall accrue from day to day and be calculated on the basis of the actual number of days elapsed with the denominator being 365 days and shall be payable by the Borrower on maturity.

(iii)

Any default by the Borrower in payment of the Dues as defined below in respect of the principal amount, interest and / or any other charges under the Loan or of any of the terms and conditions herein, would entail an additional interest charge of 0.25% p.a. [in addition to the interest rate stipulated in clause (5)(i) above] on the entire outstanding, leviable from the date of the default, without prejudice to the Lender’s other rights available as per this Agreement and in law. Provided also that the obligation to pay additional interest shall not entitle the Borrower to set up a defence that no event of default as mentioned hereinafter has occurred.

(iv)

If any payment falls due on a day which is not a Business Day, then the immediately preceding Business Day shall be the payment day for the purpose of this Agreement.

6. (i)

The entire principal amount of the Loan shall, if not demanded earlier by the Lender as mentioned hereinafter, be repaid by the Borrower to the Lender at the end of 6 (six) months from the date of first drawdown.

(ii)

No notice, reminder or intimation shall be given to the Borrower regarding its obligation to pay the amounts payable hereunder and it shall be entirely the Borrower’s responsibility to ensure prompt and regular payment of the amounts payable by the Borrower to the Lender when due and in the manner herein provided.

(iii)

Notwithstanding anything contained herein the Lender may at its sole and absolute discretion, by notice to the Borrower, cancel the disbursement of the Loan if the Drawdown / first Drawdown in case of disbursement in tranches, does not take place, for any reason whatsoever, on or before the expiry of 15 days from the date hereof.

(iv)

All sums payable by the Borrowers under the Agreement shall be paid free of any restriction or condition and free and clear of and without any counter claim, set off, or deduction except for withholding tax, if applicable as per the laws of the United Kingdom.

7.	The Borrower will execute a demand promissory note for the amount of the Loan together with interest payable thereon, at the rate as stated above and such further documents, forms and papers as the Lender may in its discretion from time to time require in respect of the Loan.

8. (i)

The Borrower agrees and undertakes to obtain prior to Drawdown all the consents, licences, approvals, which are necessary for the Borrower to lawfully enter into this Agreement and for the due performance of the obligations of the Borrower hereunder and to ensure that this Agreement is enforceable in accordance with its terms. The obtainment by the Borrower of all such necessary consents, licences, approvals shall be a condition precedent to Drawdown.

(ii)

In addition, the delivery of the following items in form and substance satisfactory to the Lender shall be conditions precedent to Drawdown:

(a)

a certified copy of the resolution passed by the Board of Directors of the Borrower authorizing the loan herein provided for, the execution of this Agreement, the execution of all other documents as may be required to be executed hereunder and all the other documents (wherever necessary and required by the Lender); and

(b)

the execution of the promissory note by the Borrower in terms of clause (7) hereinabove.

9.	The Borrower hereby represents and warrants to the Lender on a continuing basis as under:

(a)

That the Borrower is legally and properly organized and is in existence as a limited company incorporated and existing under the provisions of the International Business Companies Act (Cap 291) of the British Virgin Islands and does not suffer from any statutory or legal infirmities affecting the pursuit or running of its business / undertaking.

(b)

That under the Memorandum and Articles of Association of the Borrower, the Borrower is empowered and authorized to execute this Agreement and all other documents hereunder required to be executed to avail the Loan and that the Borrower has taken all necessary corporate and other actions for execution of this Agreement and availing of the Loan from the Lender;

(c)

That this Agreement and all documents, hereunder as required, when executed by the Borrower will be valid and binding obligations of the Borrower and enforceable in accordance with their respective terms and the person / persons

executing this Agreement (on behalf of the Borrower) and any other document to be executed pursuant hereto, is / are duly and properly authorized to execute the same;

(d)

That the Borrower does not violate any covenants, conditions and stipulations under any existing agreement entered into by the Borrower with any third party, by availing the Loan from the Lender.

(e)

That there is no action, suit, proceeding or investigation pending or to the knowledge of the Borrower threatened by or against the Borrower or the property of the Borrower before any Court of Law or Government authority or any other competent authority which might have a material effect on the financial and other affairs of the Borrower or which might put into question the validity, enforceability or performance of this Agreement or any of its terms and conditions.

10.	The Borrower agrees to utilize the Loan only for the purposes as set forth in its Proposal for Loan.

11.

In the event the Borrower fails to pay when due any sum which it may owe to the Lender and the Lender shall commence legal proceedings to recover such sum, the Borrower will further pay the Lender all advances, charges, cost and expenses, including reasonable legal fees, incurred or paid by the Lender in exercising any right, power or remedy conferred by this Agreement, (or in the enforcement thereof shall become a part of the indebtedness secured hereunder and shall be paid to the Lender by the Borrower immediately and without demand).

12.

At the option of the Lender, and without necessity of any demand upon or notice to the Borrower, all of which are hereby expressly waived by the Borrower, and notwithstanding anything contained herein or in any security documents executed by / to be executed by the Borrower in the Lender’s favour, the said Dues and all of the obligations of the Borrower to the Lender hereunder, shall immediately become due and payable irrespective of any agreed maturity, upon the happening of any of the following events (“Events of Default”)

(a)

If any representations or statements or particulars made in the Proposal of the Borrower are found to be incorrect or the Borrower commits or threatens to commit any breach or default in performance or observance of these presents or fails to keep or perform any of the terms or provisions of any other agreement between the Lender and Borrower in respect of the Loan;

(b)

If the Borrower commits any default in the payment of principal or interest of any obligation of the Borrower to the Lender when due and payable;

(c)

If any attachment, distress, execution or other process against the Borrower, or any of its properties is enforced or levied upon;

(d)

If there is a failure in business, commission of an act of bankruptcy, general assignment for the benefit of creditors, if the Borrower suspends payment to any creditors or threatens to do so, any petition in bankruptcy of by, or against the Borrower is filed or any petition for winding up of the Borrower is filed and not withdrawn within 30 days of being admitted.

(e)

If the Borrower is unable to pay its debts or if a liquidator or receiver is appointed in respect of any property or estate of the Borrower or the Borrower goes into liquidation for the purpose of amalgamation or reconstruction, except with prior written approval of the Lender;

(f)

If a receiver is appointed in respect of the whole or any part of the property /assets of the Borrower;

(g)

If the Borrower ceases or threatens to cease or carry on its Business;

(h)

If any circumstance or event occurs which in the opinion of the Lender, would or is likely to prejudicially or adversely affect in any manner the ability / capacity of the Borrower to perform or comply with its obligations hereunder and / or to repay the Loan or any part thereof;

(i)

If the Loan or any part thereof is utilized for any purpose other than the purpose for which it is sanctioned by the Lender;

(j)

If any substantial change in the constitution or management of the Borrower occurs without previous written consent of the Lender or the Management ceases to enjoy the confidence of the Lender;

(k)

If any of the foregoing events occur in relation to any third party which now or hereafter has guaranteed or provided security for or given any indemnity in respect of any money obligation or liability hereby secured or such third party if individual shall commit an act of bankruptcy or die or become incompetent to contract;

(l)

lf any event of Default or any event which, after the notice or lapse of time or both would constitute an Event of Default shall have happened, the Borrower shall forthwith give the Lender notice thereof in writing specifying such Event of Default, or such event. The Borrower shall also promptly inform the Lender if and when any statutory notice of winding-up under the provisions of the International Business Companies Act (Cap 291) or any other law or of any suit or legal process intended to be filed / initiated against the Borrower, is received by the Borrower. On the question whether any of the above events / circumstances have occurred / happened, the decision of the Lender shall be final, conclusive and binding on the Borrower.

13.	The rights, powers and remedies given to the Lender by this agreement shall be in addition to all rights powers and remedies given to the Lender by virtue of any other security, statute, or rule of law.

14.

The Borrower shall not assign or transfer any of its rights and / or obligations under this Agreement to anyone (save and except a Group Company of the Borrower) except with the prior written permission of the Lender which permission shall not be unreasonably withheld. No delay in exercising or omission to exercise any right, power or remedy accruing / available to the lender upon any default or otherwise hereunder or any other security documents / letters of guarantee shall impair or prejudice any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence therein and any single or partial exercise of any right, power or remedy hereunder shall not prejudice the further exercise thereof and every right and remedy of the Lender shall continue in full force and effect until such right, power or remedy is waived by an instrument in writing executed by the Lender.

15.

The Borrower shall indemnify and hold the Lender harmless from and against any and all loss, damage or other consequences which may arise or result from giving the Loan to the Borrower or performing any service to the Borrower hereunder and shall reimburse the Lender upon demand for any payment, loss and damage which the Lender may make, suffer or sustain by reason or on account thereof and shall upon request appear and defend at the Borrower’s own cost and expense any action which may be brought against the Lender in connection therewith, provided the default is on account of the Borrower.

16.

The Borrower shall reimburse and pay to the Lender all costs, charges and expenses including stamp duty and legal costs on actual basis and other charges and expenses which may be incurred in preparation of these presents and related to and / or incidental documents and enforcement of the rights of the Lender hereunder or any other document, security created /executed by the Borrower in favour of the Lender.

17.	The Borrower agrees to accept the statement of account sent by the Lender or by any other authorized representative of the Lender as conclusive proof, unless otherwise proved to the satisfaction of the Lender, of the correctness of any sum claimed to be due from it save and except manifest errors.

18.	The Borrower shall execute at its own cost in favour of the Lender or any nominee of the Lender any further / additional / fresh deeds / documents, etc. whenever required by the Lender to do so in respect of the Loan.

19.

All instructions and correspondence relating to any business, the Borrower may have with the Lender are to be sent at the Borrower’s risk and the Lender does not assume any responsibility for any inaccuracy, interruption, error or delay or total failure in transmission or delivery by post, telegraph, cable, telex or other written form of electronic communication.

20.	Any notice or demand hereunder shall be in writing, signed by any of the Lender’s officers and may be made by leaving the same or sending it through the post addressed to

the Borrower at the address specified above or the address last known to the Lender, and a notice or demand so given or made shall be deemed to be given or made on the day it was so left or, as the case may be, two business days following that on which it was so posted, and shall be effectual notwithstanding that the same be returned undelivered and notwithstanding the Borrower’s change of address. In case of the Lender, such notice is to be given at its address mentioned above and will be deemed to be given when received by the Lender.

21.	If any provision of this Agreement is illegal, invalid or unenforceable for any reason, it will be severed from the remaining provisions, which will remain unaffected.

22.

The Borrower hereby expressly and unconditionally agrees that notwithstanding anything to the contrary contained in any documents, deeds, letters executed by the Borrower in favour of the Lender, that during the subsistence of the Loan, the Lender shall have the liberty to shift, sell or assign to any other Institution / entity, at it sole discretion, without notice to the Borrower, from time to time, a part or portion of the outstandings under the Loan to any other Institution / Bank / organization or entity whether located / placed in the United Kingdom or outside the United Kingdom.

23.

This Agreement shall be governed by and construed in all respects with the Laws of the United Kingdom and the parties hereto agree that any matter or issues arising hereunder or any dispute hereunder shall, at the option/discretion of the Lender, be subject to the non-exclusive jurisdiction of the Courts of the City of London in the United Kingdom.

For Tata Limited

For Samsara Properties Limited

(The Lender)

(The Borrower)

/s/ SA Hasan

/s/ Anil P. Goel

Director/Authorized Signatory

Director / Authorized Signatory

Place: LONDON

Place: MUMBAI

Date: 17/08/2007

DEMAND PROMISSORY NOTE

for

USD 300,000,000

ON DEMAND We, Samsara Properties Limited, a company incorporated under the provisions of the International Business companies Act (Cap 291) of the British Virgin Islands and having our registered office at The Offices of Trident Trust Company (BVI) Limited, Road Town, Tortola, British Virgin Islands, promise to pay to Tata Limited or order at its office at London the sum of USD 300,000,000 (United States Dollars Three Hundred Million) together with interest from the date hereof, at the rate of 6.25% per annum or such other rate as may be fixed from time to time, payable on maturity, for value received.

For and on behalf of

Samsara Properties Limited

/s/ Anil P. Goel

Director

EX-99 4 ex99-c.htm EX-99-C, LETTER

EXHIBIT C

THE INDIAN HOTELS COMPANY LIMITED

The Taj Mahal Palace & Tower Apollo Bunder Mumbai 400 001 India

Tel 91 22 6665 7112 Fax 91 22 6665 7129

e-mail rkkrishnakumar@tata.com www.tajhotels.com

Vice Chairman’s Office

STRICTLY CONFIDENTIAL

September 14, 2007

Mr. James B. Hurlock

Chairman

Orient-Express Hotels Ltd.

22 Victoria Street

Hamilton HM 12

Bermuda

Dear Mr. Hurlock,

Our Company, The Indian Hotels Company Limited (IHCL), on which I have given some details below, has been pursuing global expansion in recent years. This expansion phase included establishing alliances and relationships with leading hotel groups that have not yet set up a presence in India, but have secured leadership positions in different geographies. In the course of our quest, I had the pleasure of meeting with Mr. James Sherwood a few weeks back to seriously explore opportunities for working together in the United States and possibly more widely in a unique business combination arrangement which would work to the advantage of both Orient-Express and IHCL. I might mention that out of a total of 84 hotels the Taj has 15 hotels outside India.

2. IHCL was incorporated in the year 1902 in India, that is over 104 years ago, and since then it has steadily expanded its operations establishing ultra luxury and luxury hotels in different parts of the world. The Taj brand, which we own, has been distinguished for many of its properties, including heritage palaces in India, which have been converted into celebrated luxury hotels. These include the Lake Palace hotel in Udaipur, Rambagh Palace in Jaipur, Umaid Bhavan Palace in Jodhpur and the Falaknuma Palace in Hyderabad, presently under refurbishment. As you know, we have also recently acquired the lease of The Pierre Hotel in Manhattan, New York and completed the outright purchase of The Ritz Carlton in Boston (now renamed Taj Boston) and The Campton Place Hotel in San Francisco. We own or operate luxury resorts in Maldives, Mauritius and Sri Lanka, among other locations. Our new hotels have been or are being built in Phuket, Lankawi, Dubai, South Africa and other locations.

THE INDIAN HOTELS COMPANY LIMITED

The Taj Mahal Palace & Tower Apollo Bunder Mumbai 400 001 India

Tel 91 22 6665 7112 Fax 91 22 6665 7129

e-mail rkkrishnakumar@tata.com www.tajhotels.com

Vice Chairman’s Office

3. We have always recognized Orient-Express for its admirable range of ultra luxury hotels and resorts distinguished for their uniqueness and standards of excellence. A possible association between our two companies would bring unique competitive advantages to both companies. The combination of our international properties with Orient-Express’ hotels would result in a geographically balanced presence with synergies in several complementary destinations. Orient-Express would have a strong ally in the exploding Indian market as well. The combination could also result in generating operating synergies in the areas of marketing, strategic sourcing etc.

4. In this context, therefore, I would appreciate an opportunity to have a meeting with yourself, and with the Board of your company, to discuss this matter further, and to also discuss the possibility of a wider association between our two companies.

5. Meanwhile, I would like to bring to your notice that as a reflection of our strong commitment to the possibility of working together, we have acquired approximately 10% of class A common shares in Orient-Express as of today, which position we would be happy to strengthen in the near future. We will be making the necessary public filings in the United States in due course.

6. As mentioned above, we would like to assure you that our desire is to work together and hope that it will be possible to develop a mutually beneficial relationship whereby we could forge what would truly be a combination of two of the world’s leading ultra luxury hotel groups.

7.	In conclusion, we look forward to hearing from you, and hope that we may arrange an early meeting.

With kind regards,

		Yours sincerely,


		/s/ R.K. Krishna Kumar
		R.K. Krishna Kumar
		Vice Chairman
		The Indian Hotels Company Limited

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