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As filed with the Securities and Exchange Commission on May 23, 2003

Registration No. 333-103999

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEA CONTAINERS LTD.
(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of
incorporation or organization) 5088
(Primary Standard Industrial
Classification Code Number) 98-0038412
(I.R.S. Employer
Identification No.)

41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM EX, Bermuda
(441) 295-2244
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices) JOHN T. LANDRY, JR.
Sea Containers America Inc.
1155 Avenue of the Americas
New York, New York 10036
(212) 302-5066
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
STEPHEN V. BURGER
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200

Approximate date of commencement of proposed sale to the public: Upon consummation of the exchange offer described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion, dated May 23, 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus

Sea Containers Ltd.

Offer to Exchange
Its 12¹/2% Senior Notes due 2009
for Any or All of Its Outstanding
12¹/2% Senior Subordinated Debentures due 2004

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This exchange offer will expire at            , New York City time, on                        , 2003, unless Sea Containers extends it.



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Sea Containers is offering to exchange its 12¹/2% Senior Notes due 2009, which we refer to as the "new notes," for any or all of its outstanding Series A and Series B 12¹/2% Senior Subordinated Debentures due 2004, which we refer to as the "old debentures."



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For every $1,000 principal amount of old debentures that you tender and Sea Containers accepts for exchange, you will receive $1,000 principal amount of the new notes plus a cash exchange fee of $10 and payment in cash of all accrued and unpaid interest on the old debentures to the expiration date of this exchange offer.



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As of the date of this prospectus, $98,883,000 aggregate principal amount of the old debentures was outstanding.



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It is a condition to this exchange offer that Sea Containers receive valid tenders (not withdrawn) of at least 50% of the outstanding aggregate principal amount of the old debentures.



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Sea Containers will pay to registered broker/dealers a soliciting brokers' fee equal to 1% of the aggregate principal amount of the old debentures which they tender on behalf of their customers and which Sea Containers accepts for exchange.



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You may withdraw your tender of old debentures at any time before 5:00 p.m., New York City Time, on                        , 2003, and afterwards in certain circumstances.



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The new notes will be issued under an indenture containing covenants, events of default and other terms substantially similar to those contained in the indenture for the old debentures. The principal differences between the old debentures and the new notes are their respective interest rates, maturity dates, redemption provisions and ranking. Also, under the indenture for the new notes but not the indenture for the old debentures, (a) a spinoff distribution to Sea Containers' shareholders of common shares of Orient-Express Hotels which are held by Sea Containers is not specifically excluded from the definition of "restricted payment," (b) the exchange of the old debentures for unsubordinated debt of Sea Containers (such as the new notes) will not generally be a restricted payment, and (c) certain covenants will terminate permanently if the new notes ever achieve investment grade ratings.



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Interest on the new notes will be payable on June 1 and December 1 of each year, beginning on December 1, 2003.



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Interest on the new notes will accrue from the expiration date of this exchange offer, which will be the date of the original issuance of the new notes.



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The exchange of the new notes for the old debentures will result in the recognition of some or all of any gain realized for U.S. federal income tax purposes.



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Sea Containers will apply for the listing of the new notes on the New York Stock Exchange.

        You should carefully consider the risk factors beginning on page 16 of this prospectus.

        None of the Securities and Exchange Commission, any state securities commission or any Bermuda regulatory authority has approved or disapproved of the new notes, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Dealer Manager for this Exchange Offer:

Lazard Frères & Co. LLC

The date of this prospectus is            , 2003.

TABLE OF CONTENTS

		Page no.
Summary		3
Risk Factors		16
	Risk Factors Relating to Our Financial Condition	16
	Risk Factors Relating to Your Ownership of New Notes	19
	Risk Factors Relating to Our Businesses	21
	Other Risks	33
Forward-Looking Statements		35
Separation of Orient-Express Hotels		36
Proposed Restructuring		37
Capitalization		39
The Exchange Offer		41
	Purpose and Effect of this Exchange Offer	41
	Terms of this Exchange Offer	41
	Expiration Date; Extensions; Termination; Amendments	41
	Procedures for Tendering	42
	Guaranteed Delivery Procedure	44
	Withdrawals of Tenders	45
	Conditions to this Exchange Offer	46
	Interest on the New Notes	47
	Dealer Manager	47
	Exchange Agent and Trustee	48
	Information Agent	48
	Fees and Expenses	48
	Transfer Taxes	49
Description of the New Notes		50
	Maturity, Principal and Interest	50
	Ranking	51
	Optional Redemption	52
	Optional Tax Redemption	52
	Payment of Additional Amounts	53
	Covenants	54
	Purchase of New Notes Upon Change of Control	60
	Merger and Sale of Assets	62
	Events of Default	63
	Defeasance of Indenture	66
	Defeasance of Certain Covenants and Events of Default	67
	Satisfaction and Discharge	68
	Modifications and Amendments to Indenture	68
	Governing Law	69
	Trustee	69
	Book-Entry; Delivery and Form	69
	Consent to Jurisdiction; Waiver of Jury Trial	69
	Definitions	69
Material United States Federal Income Tax Consequences		84
Bermuda Tax Considerations		87
Authorized Representative		87
Legal Matters		87
Experts		88
Where You Can Find More Information		88

This prospectus incorporates by reference important business and financial information about Sea Containers Ltd. that is not included in or delivered with this prospectus. See "Where You Can Find More Information." We will send any of this information to you without charge upon your written or oral request addressed to the Secretary, Sea Containers America Inc., 1155 Avenue of the Americas, New York, New York 10036, telephone 212-302-5066, facsimile number 212-302-5073. In order to ensure our timely delivery to you of this information, please make your request not later than five business days before the expiration date of this exchange offer.

This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction or in any circumstances where the offer or sale is not permitted. Please refer to the letter of transmittal and the other documents relating to this prospectus for instructions as to your eligibility to tender old debentures in this exchange offer.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus, including the documents incorporated by reference. It does not contain all the information that may be important to you. You should read this entire prospectus carefully, including the "Risk Factors" section below and the consolidated financial statements and the notes to those statements incorporated by reference in this prospectus, before you decide whether to tender your old debentures in this exchange offer.

The terms "Sea Containers," "the company," "we," "us," and "our" as used in this prospectus refer to Sea Containers Ltd. and its subsidiaries as a combined entity, except where it is clear that such term means only Sea Containers Ltd. Throughout this prospectus, we refer to the 12¹/2% Senior Subordinated Debentures due 2004, as governed by its indenture and any supplements to such indentures, as the "old debentures." We refer to the 12¹/2% Senior Notes due 2009 as the "new notes."

Sea Containers

        Sea Containers engages in three main businesses:

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passenger transport operations, which provide service-oriented ferry and rail transportation services, primarily in and around the United Kingdom and in the northern Baltic Sea;



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marine container leasing operations, principally through Sea Containers' 50/50 joint venture with General Electric Capital Corporation, which leases out a wide variety of standard and specialized cargo containers; and



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hotel and leisure operations, through Sea Containers' 47%-owned unconsolidated subsidiary Orient-Express Hotels Ltd., which owns and/or operates luxury hotels, restaurants and other leisure properties throughout the world.

Passenger Transport Operations

        Sea Containers provides passenger and vehicle transport services principally in and around the United Kingdom and in the northern Baltic Sea, which include

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operating high speed and conventional ferry services, and



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operating a high speed passenger rail service in Great Britain.

Ferry Operations

        Sea Containers' ferry services include 28 active vessels operating on 18 routes from Great Britain to Ireland, France and the Isle of Man through our Hoverspeed and Isle of Man Steam Packet Company subsidiaries, and from Finland to Sweden, Estonia and Germany through our Silja subsidiary. In 2002, these ferry services transported about 8.8 million passengers and about 1.1 million vehicles. In addition to ticket sales, Sea Containers derives substantial revenues from providing on-board catering and retail sales, including duty-free sales on Silja services. We also provide a commuter ferry service in New York harbor.

Rail Services

        In 1996, the British government awarded Sea Containers a seven-year franchise to operate the Great North Eastern Railway, the high-speed passenger rail service along the east coast of Great Britain between London and Scotland. In 2002, we transported 14.6 million passengers covering 943 route miles and calling at 50 stations. Since acquiring the GNER franchise, we have improved service, increased ridership and reduced costs so that our rail operations no longer receive government subsidies. Our franchise has been extended and now expires in April 2005. We plan to ask the British government for a further extension.

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Marine Container Leasing Operations

        Sea Containers leases its cargo containers, principally through its 50/50 GE SeaCo SRL joint venture with General Electric Capital Corporation, to a diversified customer base of liner ship operators and others throughout the world. We formed GE SeaCo in May 1998 to reduce overhead and operating costs and to acquire new equipment. GE SeaCo is not a consolidated subsidiary of Sea Containers for accounting purposes but, for so long as Sea Containers owns, directly or indirectly, at least 50% of the voting equity of GE SeaCo, it will be treated as a subsidiary of Sea Containers for purposes of the indentures relating to Sea Containers' publicly-held debt, including the indentures relating to the old debentures and the new notes.

        GE SeaCo is one of the larger container lessors in the world, with approximately 878,000 twenty-foot equivalent units in its fleet at December 31, 2002, and offers more than 50 different types of containers for lease. GE SeaCo provides standard cargo containers as well as specialized cargo containers used to transport cargoes not suited to standard containers, such as perishable food items, liquids and heavy machinery. These specialized cargo containers often provide us with higher margins and less volatility in lease rates and utilization than standard containers. Sea Containers also owns and operates container factories and depots.

Hotel and Leisure Operations

        On November 14, 2002, Sea Containers sold 3,100,000 class A common shares of Orient-Express Hotels in an underwritten public offering. As a result of this sale, Sea Containers' ownership of the class A and class B common shares of Orient-Express Hotels (disregarding shares owned by a subsidiary of Orient-Express Hotels) was reduced from about 57% to about 47% of those common shares outstanding, and thus on that date, Orient-Express Hotels ceased to be a consolidated subsidiary of Sea Containers for accounting purposes. Orient-Express Hotels is listed on the New York Stock Exchange under the symbol "OEH." Sea Containers may sell from time to time, in one or more transactions, any or all of its remaining interest in Orient-Express Hotels when market conditions improve. Orient-Express Hotels has filed with the SEC a shelf registration statement (which was declared effective on February 19, 2003) for such sales by Sea Containers. See "Separation of Orient-Express Hotels" below in this prospectus for additional information.

        Orient-Express Hotels currently owns and/or operates

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31 luxury hotels and resorts reported as 27 business units, located in the United States, Mexico, the Caribbean, Europe, southern Africa, South America, Australia and the South Pacific,



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six tourist trains in Europe, Southeast Asia, Australia and Peru, including the Venice Simplon-Orient-Express in England and Europe and the Eastern & Oriental Express in Southeast Asia,



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a river cruise ship in Burma (Myanmar), and



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seven restaurants reported as four business units, located in New York, Buenos Aires and Britain.

        Orient-Express Hotels also engages in merchandising related to its leisure activities.

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Proposed Restructuring

        This exchange offer is one element of a proposed series of transactions to restructure some of Sea Containers' indebtedness. In addition to the $98,883,000 aggregate principal amount of old debentures due December 1, 2004, Sea Containers and its subsidiaries were obligated at March 31, 2003, to repay approximately $635,615,000 of indebtedness through the end of 2004. Management anticipates that Sea Containers' cash flow from operations will not be sufficient to discharge all of this $734,498,000 of indebtedness. Accordingly, Sea Containers is proposing to restructure part of this indebtedness to extend the maturity dates, and to sell or refinance certain assets to raise cash to repay the balance, to the extent it cannot be paid from cash flow from operations. This exchange offer and the contemporaneous exchange offer for Sea Containers' $95,233,000 of 9¹/2% Senior Notes due July 1, 2003 and $63,575,000 of 10¹/2% Senior Notes due July 1, 2003 are being undertaken as part of this proposed restructuring.

        See "Proposed Restructuring" below in this prospectus for additional information.

Company Information

        Sea Containers maintains its registered office at 41 Cedar Avenue, P.O. Box HM 1179, Hamilton HM EX, Bermuda (telephone 441-295-2244). Sea Containers also has a United Kingdom service company subsidiary, Sea Containers Services Ltd., with offices at Sea Containers House, 20 Upper Ground, London SE1 9PF, England (telephone 011-44-20-7805-5000), and United States subsidiaries with offices at 1155 Avenue of the Americas, New York, New York 10036 (telephone 212-302-5066).

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The Exchange Offer

Securities Offered	Sea Containers is offering up to $98,883,000 in aggregate principal amount of its 121/2% Senior Notes due 2009 in exchange for any or all of its outstanding 121/2% Senior Subordinated Debentures due 2004. Sea Containers is offering to exchange $1,000 principal amount of new notes for each $1,000 principal amount of your old debentures. In addition, for each $1,000 principal amount of old debentures tendered and accepted for exchange, Sea Containers will pay a cash exchange fee of $10. Sea Containers will also pay in cash the accrued and unpaid interest on those old debentures validly tendered and accepted for exchange through the expiration date of this exchange offer. If the expiration date is          , 2003, the accrued and unpaid interest per $1,000 principal amount of old debentures will be $            .
	New notes will be issued in denominations of $1,000 and integral multiples of $1,000.
	Sea Containers will accept for exchange only those old debentures which you validly tender. If all the conditions to this exchange offer are satisfied, all old debentures that are validly tendered and not validly withdrawn will be exchanged. Sea Containers will issue the new notes promptly after the expiration date of this exchange offer.
Conditions to this Exchange Offer	This exchange offer is subject to conditions, any of which Sea Containers may waive, including the conditions that
		•	Sea Containers receive valid tenders (not withdrawn) of old debentures in the aggregate principal amount of at least $49,441,500, which is 50% of the outstanding aggregate principal amount of the old debentures, and
		•	there not be a default or an event of default under the terms of any series of Sea Containers' publicly held senior indebtedness.
	See "The Exchange Offer—Conditions to this Exchange Offer."
Expiration Date; Withdrawals of Tenders	This exchange offer will expire at 5:00 p.m., New York City time, on                  , 2003, unless Sea Containers extends it. We refer to such initial expiration time and date, as they may be extended, as the "expiration date." A tender of the old debentures pursuant to this exchange offer may be withdrawn at any time before 5:00 p.m., New York City time, on                  , 2003.

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	If we extend the exchange offer, you will not be entitled to any withdrawal rights during the extension period, except as otherwise indicated under "The Exchange Offer—Withdrawals of Tenders."
	Any old debentures not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of this exchange offer or, in the case of old debentures tendered by book-entry transfer, into the exchange agent's account at The Depository Trust Company, or "DTC."
Regulatory Matters	There are no regulatory requirements, in the United States or elsewhere, that remain for Sea Containers to comply with, and no regulatory approval which it must obtain, in connection with this exchange offer.
Procedures for Tendering Old Debentures	If you wish to make a valid tender of old debentures in this exchange offer, the exchange agent must receive, before the expiration date of this exchange offer, either
		•	a confirmation of any book-entry transfer of old debentures tendered electronically into the exchange agent's account with DTC, or
		•	physical delivery of certificates of old debentures at one of the exchange agent's addresses shown on the back cover of this prospectus, with a properly completed and executed copy or facsimile of the letter of transmittal and any other documents required by the letter of transmittal.
	See "The Exchange Offer—Procedures for Tendering."
Special Procedures for Beneficial Owners	If you are the beneficial owner of old debentures which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should instruct such record holder to tender your old debentures. Only record holders of old debentures may validly tender them. Please contact your broker or other nominee directly if you have not received its request for instructions.
Guaranteed Delivery Procedure	If you wish to tender your old debentures and (1) the certificates evidencing your old debentures are not immediately available, or (2) you cannot deliver your old debentures, the letter of transmittal or any other documents required by the letter of transmittal, or (3) you cannot comply with the applicable procedures under DTC's Automated Tender Offer Program, in each case before the expiration date of this exchange offer, you must tender your old debentures according to the guaranteed delivery procedures. See "The Exchange Offer—Guaranteed Delivery Procedure."

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United States Federal Income Tax Considerations	If the exchange is treated as a taxable transaction, the holders of old debentures validly tendered will recognize gain or loss. If the exchange is treated as a recapitalization, the holders of old debentures validly tendered will not recognize loss on the exchange, but will recognize gain to the extent of the cash exchange fee received. See "Material United States Federal Income Tax Consequences."
Expenses	Sea Containers will pay all expenses incident to this exchange offer, including a soliciting brokers' fee which Sea Containers will pay to registered broker/dealers, equal to 1% of the aggregate principal amount of the old debentures which they tender on behalf of their customers and which Sea Containers accepts for exchange.
Listing and Market	Sea Containers intends to apply for the listing of the new notes on the New York Stock Exchange. We cannot assure you that a liquid market for the new notes will develop.
Dealer Manager	Lazard Frères & Co. LLC is the dealer manager for this exchange offer. You can find the address and telephone numbers for the dealer manager under the heading "Dealer Manager" in this prospectus.
Exchange Agent	The Bank of New York is the exchange agent for this exchange offer. All tenders of old debentures and requests for additional copies of the letters of transmittal should be directed to the exchange agent at the following address: The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street, 7 East, New York, New York 10286. For more information with respect to this exchange offer, the telephone number for the exchange agent is 1-212-815-5788 and the facsimile number for the exchange agent is 1-212-298-1915.
Information Agent	Georgeson Shareholder Communications Inc. is the information agent in connection with this exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus should be directed to the information agent by calling 1-866-324-5897. Holders of old debentures outside the United States should call 011-44-207-335-8700. Banks and brokerage firms should call 1-212-440-9800.

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Summary of Terms of the New Notes

Issuer	Sea Containers Ltd., a Bermuda company.
Maturity	December 1, 2009
Ranking	The new notes
		•	will rank equal in right of payment with all present and future unsubordinated unsecured indebtedness of Sea Containers, including $149,750,000 of 77/8% Senior Notes due 2008, $115,000,000 of 103/4% Senior Notes due 2006 and such aggregate principal amount of 13% Senior Notes due 2006 as are exchanged in connection with the contemporaneous exchange offer for Sea Containers' 91/2% Senior Notes due 2003 and 101/2% Senior Notes due 2003.
		•	will rank senior in right of payment to all present and future subordinated unsecured indebtedness of Sea Containers, including the old debentures that remain outstanding after this exchange offer,
		•	will be effectively subordinated to secured indebtedness of Sea Containers, amounting to $101,237,000 at March 31, 2003, and
		•	will not be guaranteed by any subsidiary of Sea Containers and so effectively will rank below all indebtedness of the subsidiaries of Sea Containers, amounting to $1,167,400,000 at March 31, 2003, as well as all other liabilities of such subsidiaries.
	Sea Containers may incur additional indebtedness in the future, including secured indebtedness, except as limited by the indenture under which the new notes will be issued. See "Description of the New Notes—Ranking" and "— Covenants."
Interest on the New Notes	The new notes will bear interest at the rate of 121/2% per annum from the expiration date, payable twice a year in arrears on June 1 and December 1 in cash, commencing on December 1, 2003, to the persons in whose names the new notes are registered at the close of business on the preceding May 15 or November 15, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Optional Redemption	On or after July 1, 2005, Sea Containers may redeem some or all of the new notes at 100% of the principal amount plus any accrued and unpaid interest to the date of redemption.

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Optional Tax Redemption	As of the date of this prospectus, payments on the new notes are not subject to withholding taxes in Bermuda. However, Sea Containers may redeem all, but not some, of the new notes if it becomes obligated, under the laws of Bermuda or any other jurisdiction in which Sea Containers may in the future be organized or resident for tax purposes, to withhold or deduct any amount for taxes with respect to payments on the new notes. The redemption price would be 100% of the principal amount of the new notes, plus any accrued and unpaid interest to the date of redemption. If this obligation to withhold or deduct arises, Sea Containers will generally have to pay to each holder additional amounts which will offset any amounts withheld or deducted. See "Description of the New Notes—Optional Tax Redemption."
Change of Control	If a change of control of Sea Containers should occur as defined in the indenture for the new notes, Sea Containers must make an offer to repurchase all outstanding new notes at 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. For a more detailed description, we refer you to "Description of the New Notes—Purchase of New Notes Upon Change of Control."
Covenants	The indenture for the new notes, like the indenture for the old debentures, will restrict Sea Containers' ability to
	1.	borrow money,
	2.	pay dividends, redeem capital stock or subordinated indebtedness, or invest in third parties, with funds that are characterized as "restricted payments,"
	3.	enter into transactions with affiliates of Sea Containers,
	4.	restrict payments to Sea Containers from its material subsidiaries,
	5.	sell its assets other than in the ordinary course of its business,
	6.	permit its subsidiaries to issue preferred stock,
	7.	engage in businesses that are not similar or related to its current businesses, and
	8.	merge with or into other companies, or dispose of substantially all its assets.
	The indenture also requires Sea Containers to maintain a minimum consolidated tangible net worth of $175,000,000, or else it must make an offer to purchase 10% of the aggregate principal amount of new notes at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase during each quarter that it fails to maintain the minimum consolidated tangible net worth.

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	Sea Containers' obligations to comply with covenants 1, 2, 3, 5 and 6 above, and part of covenant 8 above, as well as the covenant above to maintain a minimum consolidated tangible net worth, will terminate if the new notes achieve investment grade ratings from Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, and Moody's Investors Service, Inc. The covenants will remain terminated even if the new notes afterward lose their investment grade ratings.
	These covenants are subject to important exceptions and qualifications. See "Description of the New Notes—Covenants."
Comparison of New Notes with Old Debentures	The new notes will be substantially identical to the old debentures except for their respective interest rates, maturity dates, redemption provisions and ranking. Also, under the indenture for the new notes but not the indenture for the old debentures,
		•	a spinoff distribution to Sea Containers' shareholders of the common shares of Orient-Express Hotels which are held by Sea Containers is not specifically excluded from the definition of restricted payments (see "Separation of Orient-Express Hotels"),
		•	the exchange of the old debentures for unsubordinated debt of Sea Containers (the new notes) will not generally be a restricted payment (see "Separation of Orient-Express Hotels" and "Proposed Restructuring"), and
		•	certain covenants in the indenture for the new notes will terminate permanently if the new notes ever achieve investment grade ratings. (see "—Covenants" above).

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Summary Consolidated Financial Data

        Incorporated by reference in this prospectus are (1) the audited consolidated financial statements of Sea Containers in its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and (2) the unaudited consolidated financial statements of Sea Containers in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003. The historical summary consolidated financial data in the table below have been derived from those financial statements, from the audited consolidated financial statements in Sea Containers' Annual Reports on Form 10-K for the fiscal years ended December 31, 2000, 1999 and 1998, and from the unaudited consolidated financial statements in Sea Containers' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.

        The summary consolidated financial data at and for the three months ended March 31, 2003 and 2002 are unaudited, but, in the opinion of management, they reflect all adjustments that are necessary for a fair presentation. The summary consolidated financial data for the three months ended March 31, 2003, may not be indicative of Sea Containers' results for the entire year. For example, as noted in "Risk Factors" below, some of Sea Containers' businesses are subject to seasonal fluctuation with the first quarter commonly being a low period of activity.

        The historical consolidated financial data for the year ended December 31, 2002, and the three months ended March 31, 2003, reflect the consolidation of Silja Oyj Abp effective May 1, 2002, when Sea Containers increased its interest in Silja to more than 50%. For periods ending prior to May 1, 2002, Sea Containers' interest in Silja was accounted for using the equity method of accounting. The historical consolidated financial data for the year ended December 31, 2002, also reflect the deconsolidation of Orient-Express Hotels during the fourth quarter of the year when Sea Containers reduced its interest in Orient-Express Hotels below 50%. Previously, Orient-Express Hotels was accounted for as a consolidated subsidiary of Sea Containers.

        You should read the following information together with the "Management's Discussion and Analysis" and Sea Containers' historical consolidated financial statements and the accompanying notes appearing in the documents incorporated by reference in this prospectus.

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			Year ended December 31,															Three months ended March 31,
			1998			1999			2000			2001			2002(1)			2002			2003
			(Dollars in millions)
Consolidated Earnings Data:
Revenue and other			$	1,266.6		$	1,339.1		$	1,360.7		$	1,269.8		$	1,637.2			$271.7			$351.4
Expenses:
	Depreciation and amortization			106.2			104.7			111.5			109.7			113.7			24.6			28.6
	Operating			817.4			897.2			901.9			850.0			1,118.0			189.8			261.9
	Selling general and administrative			171.0			156.3			167.1			171.6			231.0			40.3			49.4
		Total expenses		1,094.6			1,158.2			1,180.5			1,131.3			1,462.7			254.7			339.9
Earnings from operations before net finance costs				172.0			180.9			180.2			138.5			174.5			17.0			11.5
Interest expense (net of capitalized interest)				(115.1	)		(119.0	)		(137.0	)		(123.8	)		(125.0	)		(27.9	)		(27.1	)
Interest and related income(2)				6.8			4.7			15.9			7.9			10.3			0.6			0.5
Net finance costs				(108.3	)		(114.3	)		(121.1	)		(115.9	)		(114.7	)		(27.3	)		(26.6	)
Earnings (losses) before minority interest, income taxes and cumulative effect of change in accounting principle				63.7			66.6			59.1			22.6			59.8			(10.3	)		(15.1	)
Minority interests				—			—			(6.2	)		(11.0	)		(10.9	)		(0.2	)		—
Benefit from (provision for) income taxes				(5.0	)		(5.0	)		(7.0	)		(6.0	)		(5.9	)		4.8			5.0
Earnings (losses) before change in accounting principle				58.7			61.6			45.9			5.6			43.0			(5.7	)		(10.1	)
Cumulative effect of change in accounting principle(3)				—			(12.3	)		—			—			—			—			—
Net earnings (losses)(4)			$	58.7		$	49.3		$	45.9		$	5.6		$	43.0			$  (5.7	)		$  (10.1	)
Ratio of earnings to fixed charges(5)				1.3	x		1.2	x		1.2	x		1.0	x		1.2	x		—			—
Deficiency in earnings to cover fixed charges				—			—			—			—			—			$(13.3	)		$(18.3	)
Consolidated Balance Sheet Data (at end of period):
Cash			$	104.7		$	103.8		$	127.8		$	216.9		$	218.0		$	161.5		$	153.1
Fixed assets, net				1,705.9			1,738.3			1,786.5			1,728.9			1,857.0			1,778.8			1,856.7
Total assets				2,314.5			2,515.4			2,609.0			2,652.4			2,796.0			2,665.0			2,784.8
Long-term debt				1,510.3			1,700.3			1,628.1			1,673.8			1,784.3			1,661.4			1,788.5
Redeemable preferred shares				15.0			15.0			15.0			15.0			15.0			15.0			15.0
Shareholders' equity				459.6			470.5			509.6			477.9			571.8			471.0			558.0
Other Consolidated Financial Data:
Capital expenditures			$	153.7		$	158.4		$	161.7		$	90.6		$	123.7		$	39.0		$	26.7
Net cash provided by (used in):
	Operating activities			154.4			110.6			89.0			105.3			193.7			14.2			(18.9	)
	Investing activities			(192.4	)		(296.5	)		(190.7	)		(55.2	)		(200.4	)		(81.6	)		(25.5	)
	Financing activities			52.2			188.9			130.1			41.6			(5.7	)		13.6			(18.1	)
										(footnotes on the following pages)

13

Non-GAAP Based Measures:
EBITDA(6)	$278.1		$285.6		$291.7		$248.3		$288.2		$41.6		$40.1
Ratio of EBITDA to cash interest expense	2.5	x	2.5	x	2.1	x	1.9	x	2.5	x	1.5	x	1.2	x
Ratio of long-term debt to EBITDA(7)	5.4	x	6.0	x	5.6	x	6.7	x	6.2	x	—		—

(1)

The following unaudited pro forma financial information presents the consolidated results of operations of Sea Containers for 2002 as if the consolidation of Silja and the deconsolidation of Orient-Express Hotels had occurred on January 1, 2002, after giving effect to certain adjustments. The unaudited pro forma information is presented for informational purposes only and does not purport to be indicative of the results of operations of Sea Containers had those transactions occurred on January 1, 2002 (dollars in thousands except per share amount):

	Year ended December 31, 2002
Total revenue	$	1,559,557
Total expenses	$	1,408,825
Net earnings	$	43,406
Net earnings on class A and class B common shares	$	42,318
Basic and diluted earnings per class A and class B common share	$	2.01

For a discussion of the effects of Silja and Orient-Express Hotels on the reported results of Sea Containers in 2002 and 2001, see "Results of Operations (2002 compared to 2001 and 2001 compared to 2000)" in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report of Sea Containers on Form 10-K for the year ended December 31, 2002.

(2)

Interest and related income includes foreign exchange gains (losses) of $7,236,000, $3,454,000, $536,000, $2,959,000 and $4,079,000 for the years ended December 31, 2002, 2001, 2000, 1999 and 1998, respectively, and $8,000 and $39,000 for the three months ended March 31, 2003 and 2002, respectively. In addition, interest and related income in 2002 included a gain of $1,000,000 on redemption of Silja convertible bonds, in 2001 included a gain of $2,141,000 on retirement of senior notes and subordinated debentures, and in 2000 included a gain of $13,000,000 relating to the sale of a foreign currency swap. Also included are interest on loans to affiliates and interest on receivables related to deferred sales.

(3)

In the first quarter of 1999, Sea Containers adopted AICPA Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities," which requires that all start-up activities be expensed as incurred. The $12,306,000 cumulative effect of this change (after reduction for income taxes of $nil) is included in earnings for the year ended December 31, 1999.

(4)

On January 1, 2002, Sea Containers adopted SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 provides that goodwill and other intangibles with indefinite lives should not be amortized, but rather evaluated annually to determine impairment. Intangible assets with finite lives will continue to be amortized using the straight-line method over their estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or

14

Disposal of Long-Lived Assets." Sea Containers determined that as of January 1, 2002 goodwill was not impaired.

In accordance with the transitional disclosure requirements of SFAS No. 142, net earnings would have been adjusted by the addition of goodwill and other intangible asset amortization, net of tax, of $3,100,000 for the years ended December 31, 2001, 2000 and 1999. Similar data are not provided for the year ended December 31, 1998.

(5)

"Earnings" for this ratio consist of earnings before minority interests, income taxes and change in accounting principle, fixed charges and preferred share dividends. "Fixed charges" for this ratio represent interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness, an estimate of the interest within rental expense, and preference security dividend requirements of consolidated subsidiaries. The ratio of earnings to fixed charges will not be materially affected by this exchange offer and the contemporaneous exchange offer for the 9¹/2% Senior Notes due 2003 and the 10¹/2% Senior Notes due 2003, at either the 50% or the 100% acceptance level.

(6)

"EBITDA" is earnings from operations plus depreciation and amortization. We believe that EBITDA information is commonly reported and widely used by investors and other interested parties because EBITDA is a useful measure for comparing operating performance and debt servicing ability on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods (particularly when acquisitions are involved), or nonoperating factors such as historical cost. However, our EBITDA may not be comparable in all instances to EBITDA as disclosed by other companies. You should not consider EBITDA as an alternative to earnings from operations or net earnings (as determined in accordance with generally accepted accounting principles) as a measure of our operating performance, or as an alternative to net cash provided by operating, investing and financing activities (as determined in accordance with generally accepted accounting principles) as a measure of our ability to meet cash needs.

The following table reconciles Sea Containers' EBITDA to its cash flow from operating activities:

		Year ended December 31,															Three months ended March 31,
		1998			1999			2000			2001			2002			2002			2003
		(Dollars in millions)
EBITDA		$	278.1		$	285.6		$	291.7		$	248.3		$	288.2		$	41.6		$	40.1
Adjustments to reconcile EBITDA to cash provided by operating activities:
Finance costs			(108.3	)		(114.3	)		(121.1	)		(115.9	)		(114.7	)		(27.3	)		(26.6	)
Taxation			(5.0	)		(5.0	)		(7.0	)		(6.0	)		(5.9	)		4.8			5.0
Minority interests			—			—			(6.2	)		(11.0	)		(10.9	)		(0.2	)		—
Undistributed (earnings)/losses of affiliates and other non-cash items			2.6			(23.4	)		(22.5	)		(27.4	)		(7.6	)		(6.3	)		(8.3	)
(Gains)/losses from sale of assets			—			1.4			(39.0	)		(23.1	)		0.1			(2.8	)		(0.1	)
Change in assets and liabilities, net of effects from acquisition of subsidiaries:
	Decrease/(increase) in accounts receivable		(10.2	)		(10.5	)		(7.1	)		12.6			36.9			(4.4	)		(17.1	)
	Increase/(decrease) in inventories		(4.0	)		(8.3	)		(5.5	)		(0.4	)		0.5			0.3			(0.1	)
	Increase/(decrease) in accounts payable		1.2			(14.9	)		5.7			28.2			7.1			8.5			(11.8	)
Cash provided by/(used in) operating activities		$	154.4		$	110.6		$	89.0		$	105.3		$	193.7		$	14.2		$	(18.9	)

(7)

Long-term debt at December 31, 2002, and March 31, 2003 includes loans relating to Silja as at that date. One-hundred percent of Silja's EBITDA has been consolidated from May 1, 2002 only. From May 1, 1999, to May 1, 2002, Silja was accounted for on an equity basis and Sea Containers' 50% share of Silja's net earnings for that period is included in revenue.

15

RISK FACTORS

        You should carefully consider the risks described below and the other information included or incorporated by reference in this prospectus. We have separated the risks into four general groups:

•

risks that relate to Sea Containers' financial condition;



•

risks that relate specifically to owning the new notes;



•

risks that relate to Sea Containers' three principal businesses; and



•

other risks.

        We have only described the risks we consider to be the most material. There may be additional risks that we currently deem less material or are not presently known to us.

        If any of these risks occur, our business, prospects, financial condition, results of operations or cash flows could be materially adversely affected. When we say below that a risk may have a material adverse effect, we mean that it may have one or more of these effects. In such case, the market price of the new notes could decline, and our ability to pay interest and principal payments under the new notes could be impaired.

        This prospectus, including the documents incorporated by reference herein, also contains forward-looking statements that involve risks and uncertainties. We refer you to "Forward-Looking Statements" in this prospectus. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus.

Risk Factors Relating to Our Financial Condition

Sea Containers' cash flow from operations will not be sufficient to repay indebtedness due in 2003 and 2004, requiring Sea Containers to undertake a restructuring

        In addition to the $98,883,000 aggregate principal amount of old debentures due December 1, 2004, Sea Containers and its subsidiaries were obligated at March 31, 2003, to repay approximately $635,615,000 of indebtedness through the end of 2004. Management anticipates that Sea Containers' cash flow from operations will not be sufficient to discharge all of this $734,498,000 of indebtedness. Accordingly, Sea Containers is proposing to restructure part of this indebtedness to extend the maturity dates, and to sell or refinance certain assets to raise cash to repay the balance, to the extent it cannot be paid from cash flow from operations.

        As part of this effort to extend maturity dates, Sea Containers has initiated this exchange offer, and is making a contemporaneous exchange offer for its 9¹/2% Senior Notes due 2003 in aggregate principal amount of $95,233,000 and 10¹/2% Senior Notes due 2003 in aggregate principal amount of $63,575,000. Management will also seek to extend the maturity of Sea Containers' revolving credit container loan due in 2004, under which Sea Containers had $125,800,000 of borrowings outstanding at March 31, 2003.

        With respect to the balance of the indebtedness due in 2003 and 2004, and to the extent that Sea Containers is unable to extend the maturities of this indebtedness as intended and is thus required to make cash repayments, management intends to utilize the cash flow from Sea Containers' operations and the proceeds from one or more of the following asset sales or refinancing transactions currently under consideration:

16

•

sales by Sea Containers from time to time of common shares of Orient-Express Hotels;



•

sales of other assets of Sea Containers, including its Isle of Man Steam Packet Company ferry unit in the Irish Sea, its remaining port interests in the United Kingdom and its Charleston, South Carolina container manufacturing facility;



•

a refinancing of the Silja ships; and



•

sales by Sea Containers from time to time of Sea Containers' class A common shares or debt securities of Sea Containers or its subsidiaries.

        Management may also consider other transactions in order to raise funds. To allow time to complete the asset sales, management has obtained a commitment letter from a syndicate of banks for a one-year $158,000,000 secured bridge loan facility, the proceeds of which would be used as necessary to repay on July 1, 2003 the 9¹/2% Senior Notes and 10¹/2% Senior Notes that are not exchanged in the exchange offer for those notes. The primary security for this loan would be the shares in the Sea Containers subsidiaries that own the assets to be sold, as identified above, and common shares of Orient-Express Hotels owned by Sea Containers.

        The ultimate success of Sea Containers' proposed restructuring plan will depend on the successful and timely consummation of the various components of that plan. Those components are being undertaken over a period of several months, and we cannot assure you that any component will be consummated, or consummated on a timely basis, or that Sea Containers will raise funds or extend maturities to the extent necessary. This plan is subject to many risks, such as uncertain market conditions, fluctuation in interest rates and currency values, and the uncertainty as to negotiating and completing proposed transactions and the possible unacceptability of the terms offered to Sea Containers.

        In addition, even if maturities of indebtedness are successfully extended, Sea Containers will have to repay the extended indebtedness, together with other indebtedness due in future years, when it becomes due and we cannot assure you that Sea Containers will have sufficient cash flow from operations to do so. Furthermore, although Sea Containers may seek to refinance some of the indebtedness in future years, it may not be able to obtain refinancing. Sea Containers has substantial additional indebtedness due in 2005 and thereafter. As of March 31, 2003, Sea Containers and its subsidiaries had $146,990,000 of indebtedness due in 2005, $248,480,000 due in 2006 and $659,630,000 due in 2007 and thereafter, in each case exclusive of any new notes and 13% Senior Notes which may be issued in the exchange offers and become due in 2009 and 2006, respectively.

        Any failure by Sea Containers to repay any indebtedness when due would result in a default under such indebtedness and cause cross-defaults under other indebtedness.

Sea Containers' substantial indebtedness could adversely affect its financial health.

        Sea Containers and its subsidiaries have a significant amount of debt and may incur additional debt from time to time. As of March 31, 2003, its consolidated long-term indebtedness was $1,788,535,000. Also, GE SeaCo, an unconsolidated subsidiary of Sea Containers, had $365,230,000 of long-term indebtedness at March 31, 2003.

        This substantial indebtedness could:

•

require Sea Containers to dedicate a large portion of its cash flow from operations to payments on its indebtedness and to the indebtedness of its subsidiaries, and so reduce the availability of cash flow to fund its working capital, capital expenditures, product and service development and other general corporate purposes. For example, in 2002, Sea Containers and its subsidiaries generated $193,700,000 in cash from operating activities after paying interest of $117,692,000 and before loan principal repayments of $163,345,000;

17

•

limit Sea Containers' ability to obtain additional financing to fund future working capital, capital expenditures, product and service development and other general corporate purposes;



•

increase its vulnerability to adverse economic and industry conditions, including the seasonality of some of its businesses; or



•

limit its flexibility in planning for, or reacting to, changes in its business and industry as well as the economy generally.

Covenants in Sea Containers' financing agreements could limit its discretion in operating its businesses, causing Sea Containers to make less advantageous business decisions. A substantial portion of Sea Containers' indebtedness is secured by its assets.

        Sea Containers' financing agreements with about 50 commercial bank lenders contain covenants that include limits on additional debt secured by mortgaged properties, limits on liens on property and limits on mergers and asset sales, and financial covenants requiring maintenance of a minimum net worth amount or a minimum interest expense coverage, or establishing a maximum debt-to-equity ratio. A substantial portion of Sea Containers' indebtedness is also secured by its assets. Future financing agreements may contain similar, or even more restrictive, provisions and covenants. If Sea Containers fails to comply with the restrictions in its present or future financing agreements, a default may occur. A default could allow the creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow the creditors to foreclose on the assets securing such debt.

Increases in prevailing interest rates may increase our interest payment obligations.

        About 64% of Sea Containers' consolidated long-term debt at March 31, 2003, accrued interest at rates that fluctuate with prevailing interest rates, so that any increases in prevailing interest rates may increase our interest payment obligations. From time to time, Sea Containers enters into hedging transactions in order to manage its floating interest-rate exposure. At March 31, 2003, Sea Containers had swapped $234,228,000 of floating rate debt for fixed rate debt.

Sea Containers will need additional capital to finance the growth of its business.

        Sea Containers' acquisition of new assets and properties, both for growth as well as for replacement, is capital intensive. The availability of future borrowings and access to the capital markets to finance these acquisitions depends on Sea Containers' ability to incur additional debt under its current financing agreements, on prevailing market conditions and on the acceptability of financing terms offered to Sea Containers. We cannot assure you that future borrowings or security offerings will be available, or available on attractive terms, to Sea Containers in an amount sufficient to enable it to fund its needs.

There will be a limited trading market for unexchanged old debentures.

        The trading market for old debentures, limited as it is at present, could become even more limited for those old debentures which remain outstanding after this exchange offer. Therefore, if you do not tender your old debentures in this exchange offer, it may become even more difficult for you to sell or transfer your unexchanged old debentures. This reduction in liquidity may in turn increase the volatility of the market price for the old debentures.

18

Risk Factors Relating to Your Ownership of New Notes

Sea Containers may depend on payments from its subsidiaries to service its debt.

        Sea Containers conducts a substantial portion of its business through subsidiaries, which generate a substantial portion of Sea Containers' revenue and cash flow. Sea Containers, therefore, may depend upon payments, dividends and distributions from its operating subsidiaries for funds to pay principal and interest on the new notes.

        The indenture for the new notes provides that Sea Containers will not, and will not permit any of its material subsidiaries to, create or allow any restriction on their ability to pay dividends to Sea Containers. However, the indenture also provides that any material subsidiary acquired by Sea Containers after the date of the indenture may be subject to such restrictions so long as the restrictions were in place before the date of acquisition. Sea Containers may also permit such restrictions in any agreement refinancing, renewing or replacing those agreements. See "Description of the New Notes—Covenants—Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries."

Your right to receive payments under the new notes effectively will be junior to the rights of Sea Containers' secured creditors and all creditors of subsidiaries of Sea Containers.

        The new notes are unsecured. A significant portion of Sea Containers' debt is secured by its assets. As a result, the holders of Sea Containers' secured debt will have a claim to those assets which is prior to any claim which you may have to those assets, so that the new notes will be effectively subordinated to that secured indebtedness. At March 31, 2003, Sea Containers had approximately $101,237,000 aggregate principal amount of secured debt.

        Also, the new notes are not guaranteed by any of Sea Containers' subsidiaries and as a result will also effectively rank junior to all indebtedness of these subsidiaries, which at March 31, 2003, amounted to about $1,167,400,000, as well as junior to all other liabilities of such subsidiaries.

        Sea Containers and its subsidiaries will have the ability to incur additional indebtedness from time to time, including secured indebtedness.

        See "Description of the New Notes—Ranking."

You may not be able to resell your new notes because of the lack of an established public market for the new notes.

        Although Sea Containers intends to list the new notes on the New York Stock Exchange, an active trading market for the new notes may not develop. In addition, the liquidity of any trading market in the new notes, and any market price quoted for the new notes, may be adversely affected by the changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in Sea Containers' businesses generally. As a result, you may be unable to resell your new notes.

        Sea Containers cannot assure you that the trading market for the new notes, if any, will be liquid. To the extent that there is not sufficient liquidity in any trading market, the market price of the new notes may be adversely affected and may be more volatile than it would be if liquidity existed.

If the new notes ever achieve investment grade ratings, and whether or not they maintain these ratings, Sea Containers will no longer need to comply with most of the restrictive covenants under the indenture.

        The indenture for Sea Containers' new notes provides that Sea Containers' obligation to comply with most of its restrictive covenants will terminate if the new notes receive investment grade ratings from Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, and Moody's Investors Service, Inc. These covenants will remain terminated even if the new notes later lose

19

their investment grade ratings. As a consequence, holders of new notes will not regain the protection of these covenants if they ever should terminate. We cannot assure you that if the new notes are rated investment grade, they will not be subsequently downgraded by the ratings agencies. See "Description of the New Notes—Covenants."

Sea Containers cannot assure you that if a change of control of Sea Containers were to occur, Sea Containers would be able to raise sufficient funds to purchase all the new notes as required by the indenture.

        The indenture requires Sea Containers to make an offer to purchase the new notes if a change of control of Sea Containers should occur. However, we cannot assure you that if a change of control of Sea Containers were to occur, Sea Containers would have access to sufficient funds to pay the change of control purchase price of all new notes.

        The holders of much of Sea Containers' other debt have a similar change of control right, which could require Sea Containers to make offers to purchase their debt in the event of a change of control. As a result, even if Sea Containers had the funds to repurchase the new notes, it may not have sufficient funds to satisfy its other change of control obligations, which could result in a default under the other indebtedness. Sea Containers might need to seek third-party financing to the extent it does not have available funds to meet those purchase obligations. However, Sea Containers does not know whether or not it would be able to obtain that financing.

        Additionally, covenants in Sea Containers' borrowing agreements may limit or prohibit the purchase of the new notes by Sea Containers. See "Description of the New Notes—Purchase of New Notes Upon Change of Control."

You may be subject to federal income taxation as a result of tendering your old debentures.

        If you realize a gain in the exchange of old debentures for new notes and the cash exchange fee, you will be subject to U.S. federal income tax on a portion or the entire amount of such gain. If you realize a loss in the exchange, the loss may not be recognized for U.S. federal income tax purposes. See "Material United States Federal Income Tax Consequences."

The exchange ratio for this exchange offer does not reflect any valuation of the old debentures or new notes.

        Sea Containers' board of directors has made no determination that the exchange ratio represents a fair valuation of either the old debentures or the new notes. Sea Containers has not obtained a fairness opinion from any financial advisor about the fairness of the exchange ratios to you or to Sea Containers. If you tender your old debentures, you may not receive more value than if you choose to keep them.

20

Risk Factors Relating to Our Businesses

Passenger Transport Operations

Ferry Operations

The ferry industry in areas where Sea Containers operates is highly competitive.

        Sea Containers competes with

•

six conventional ferry companies between southern Britain and the European Continent, three of which cross the Dover Straits, and also with Eurotunnel under the English Channel,



•

four ferry operators between Britain and Ireland, including three running fast ferries,



•

airlines, which compete for passenger traffic on our longer routes,



•

other freight carriers that provide service to the Isle of Man in the Irish Sea,



•

another commuter ferry service from eastern New Jersey to Manhattan, as well as road and rail commuter services, and



•

nine ferry companies in the northern Baltic Sea.

The principal effect of all this competition is to limit our pricing power on our various routes. An increase in competition on any of the routes could adversely affect Sea Containers' passenger traffic or its pricing, thereby reducing its revenues. Also, some of Sea Containers' competitors have lower labor costs than it does, giving them an operating cost advantage over Sea Containers.

Sea Containers no longer offers duty-free sales to most of its passengers traveling between European Union countries, and retail profitability has fallen as a result.

        Retail sales to passengers of wine, spirits, perfume, tobacco and other products are an important component of ferry revenue on many of our routes. Duty-free shopping by passengers traveling between European Union countries ended in 1999, and the profitability of affected routes has fallen because margins are less on duty-paid merchandise. Also, passenger and car volumes have declined particularly on Sea Containers' cross-Channel routes below 1999 levels because of the absence of duty-free shopping and because fares have been increased to try to maintain profitability. In 2000, we discontinued two smaller former duty-free routes to save costs. Silja Line also closed one route in 2000, but it has been less affected by the abolition of duty-free retail sales because all of its sailings to and from Sweden call at the nearby Åland Islands of Finland where the duty-free exemption continues due to the islands' fiscal status outside the European Union. Also, Silja Line's routes to Estonia remain duty-free as long as that country is outside the European Union.

Profit margins on duty-free alcohol sold by Silja Line may decline in the future.

        Retail prices of alcoholic beverages in the state monopoly shops in Finland and Sweden are very high compared to the retail prices in other European Union countries. We expect that the import of lower cost duty-paid alcoholic beverages bought by private individuals in other European Union countries will gradually result in a reduction of prices in Finland and Sweden. Lower retail prices in the shops on land will require duty-free shops on board Silja ferries to lower their prices to maintain their competitive advantage and would therefore be likely to lead to lower profit margins. This could have an adverse effect on Silja's financial results because a large part of Silja's revenue is generated by sales made in shops on board, about half of which is attributable to liquor, wine and beer.

21

Sea Containers' operating results are subject to seasonal fluctuations.

        Our passenger ferry business in North Europe and within the Baltic Sea is subject to seasonal fluctuation principally because volumes are linked to tourism. For example, about one-half of the passengers using ferry services to and from Britain travel during the June-September period. The historical and expected pattern of operating results from our ferry activities collectively is a loss in the first quarter each year and either a loss or breakeven in the fourth quarter.

Rising fuel prices may adversely affect the profits of Sea Containers' ferry services.

        Fuel is a significant operating expense for ferry operations. As a result, an increase in the price of fuel such as that which occurred late in 2002 and into 2003, has adversely affected, and may in the future adversely affect, profitability. Sea Containers may purchase fuel forward at predetermined prices and may introduce fuel surcharges on passenger and vehicle fares in an effort to mitigate these increased costs, but we cannot assure you that these measures will prevent a fall in profits.

        Also, fuel price protests, as occurred in 2000 at French and British ports served by our ferries, may disrupt traffic flow for short periods and result in cancellations. Road and port blockades in the future, arising from fuel protests or other reasons, may have similar effects resulting in loss of carryings.

Recurrence of the foot and mouth epidemic in Britain or other events affecting tourism to Britain, such as actual or threatened acts of terrorism, may adversely affect Sea Containers' results.

        In 2001, parts of mainland Britain suffered a foot and mouth disease outbreak. Areas were quarantined and affected livestock was killed. As a result, tourism in Britain suffered because of the negative publicity and cancellations of annual sporting and other public events during the spring and summer. Our ferry services to and from the European Continent and Ireland were adversely affected because tourist passenger and car traffic fell. The epidemic ended in the latter part of 2001, but it may recur in the future. Generally speaking, our ferry traffic fluctuates with levels of tourism to Britain and may decline if events affecting tourism should occur, like the foot and mouth epidemic or future actual or threatened acts of terrorism.

Accidents at sea and compliance with safety and environmental requirements may adversely affect Sea Containers' ferry operations.

        The operation of ships at sea is inherently risky, and the consequences of accidents may exceed the insurance coverage in place or result in a fall in passenger volume because of a possible adverse impact on the public's perception of ferry safety. For example, in August 2002, an engine fire in a ferry on Sea Containers' Belfast to Heysham route disrupted services during the peak season, resulting in a loss of about $3,500,000 of revenue which is not covered by insurance. Also, government regulation of ships particularly in the areas of safety and environmental impact may change in the future and require us to incur significant capital expenditure on our ships to keep them in compliance.

Silja employs about 3,000 staff on board ship and onshore, most of whom are unionized. Strikes by them may disrupt Silja services.

        The shipping industry in Finland and Sweden is susceptible to industrial action due to the strong influence of maritime trade unions, resulting both from direct employer/employee disputes and from sympathetic industrial action which legislation in those countries currently permits. While we believe that Silja Line has good relations with its work force, we cannot assure you that Silja Line will not be adversely affected by future industrial action against efforts by Silja Line management to reduce labor costs, restrain wage increases or modify work practices.

22

Other factors may adversely affect the profitability of Sea Containers' ferry services.

        Other principal factors affecting the performance of our ferry services are

•

travel convenience of departure timings,



•

adverse weather conditions disrupting service schedules,



•

regional economic and political conditions, including recessions,



•

foreign exchange rate fluctuations in countries served by our ferries,



•

fluctuating prices in the ship sale and purchase market, and



•

industrial relations, strike activity and civil unrest at the ports and regions served by our ferries.

        The impact on profitability of these factors varies with each route and may change from year to year. Also, the opening of new routes can be unprofitable in early years because of the need to build up traffic over time while incurring added marketing, administrative and other start-up costs.

Rail Operations

Sea Containers' Great North Eastern Railway passenger rail services may be disrupted, with consequent loss of revenue, because of infrastructure problems for which Network Rail is responsible. GNER has claims outstanding against Railtrack for past disruption.

        As part of the privatization of the rail industry in Britain, Network Rail (Infrastructure) Ltd. (the successor to Railtrack Plc since October 2002) owns and maintains almost all track, signaling and other rail infrastructure in Britain. We have contracted with Network Rail for access to the tracks on which we operate. Our services may be disrupted and we may lose revenue if Network Rail fails to maintain track and signaling sufficiently. Although Network Rail has agreed to compensate us for certain disruptions and losses, we cannot assure you that we will be fully compensated.

        On October 17, 2000, a GNER train traveling at high speed derailed because of broken track near the town of Hatfield north of London. Four passengers were killed and 70 more were injured. The track had been insufficiently maintained by Railtrack with no speed restriction in place. GNER was exonerated from any responsibility for the accident.

        Following this derailment Railtrack implemented hundreds of speed restrictions on the British rail network for several months while tracks were inspected and emergency maintenance was carried out. Train services were severely disrupted from resulting delays and cancellations. Most GNER services have been reinstated to pre-Hatfield levels, however.

        On February 28, 2001, another accident involving GNER occurred near the town of Selby south of York when a passenger vehicle ran off a highway and stopped in the path of an oncoming GNER train traveling at high speed. The collision with the vehicle and the resulting derailment thrust the GNER train into a laden coal train traveling in the opposite direction on the adjacent track. In the collision between the two trains, ten persons were killed including three GNER staff and 70 more were injured. As in the Hatfield derailment, GNER has been absolved from any fault for the Selby accident.

        As a result of the Hatfield and Selby accidents, GNER experienced disruption of its services and has made claims against Railtrack under the track access agreement. Because of disputes, both GNER and Railtrack withheld contractual payments due during 2001 and arbitration proceedings have been commenced to determine their respective liability to each other and the amounts due. Payments resumed in March 2002. Pursuant to separate arbitration awards under different parts of the track access agreement, Railtrack's liability to compensate GNER has been confirmed and the arbitrations are continuing on the amounts due. To date, GNER has been awarded substantial partial compensation that GNER has received or previously withheld from Railtrack. Network Rail, which would be liable

23

for Railtrack's obligations, appealed in 2002 to the U.K. Rail Regulator one of the awards confirming liability. On March 31, 2003, the Regulator publicly stated that he had ruled in GNER's favor and would issue his formal judgment shortly. However, we cannot assure you that these awards from Railtrack or Network Rail will make GNER whole for past disruptions. Also, the U.K. Strategic Rail Authority, the franchisor under GNER's passenger rail franchise agreement, has claimed a financial interest in part of any compensation payable by Network Rail, but GNER has been advised by its legal counsel that it has no obligation to the Authority under that agreement.

        The longer-term effect of the accidents has been a slowdown in ridership growth among long distance train operators generally, including GNER.

GNER does not maintain business interruption insurance relating to its moving train operations.

        Following the Hatfield and Selby accidents described above, as well as accidents involving other passenger train operators in Britain and the bankruptcy of one of the larger insurers writing business interruption insurance for the U.K. rail industry, this class of coverage is not currently available to passenger rail franchisees in the U.K. GNER and other franchisees are relying primarily on their rights against Network Rail under track access agreements for reimbursement of losses from future accidents involving moving train operations. There can be no assurance, however, that Network Rail or other responsible parties will provide sufficient reimbursement to make GNER whole.

GNER's rail franchise from the British government expires in April 2005 and may not be extended.

        The franchise was originally granted in 1996 for a seven-year term, and was extended by two years at the beginning of 2002 so that it currently expires in April 2005. GNER had applied in 1999 to the government to replace and extend its franchise agreement with one expiring in 2020, but the industry-wide consequences of the Hatfield derailment described above, including the financial impact on Railtrack, resulted in the shorter extension. GNER plans to resume its discussions with the British government about a longer franchise, or to bid again for the franchise if its present term will expire. We cannot assure you, however, that the franchise will be extended beyond its current expiration date. Failure to renew or extend the franchise in 2005 would require Sea Containers to terminate its rail operations and could adversely affect consolidated net earnings of Sea Containers by about $23,000,000 per year based on current forecasts.

Our GNER rail business competes with other passenger train operators in Britain that may increase their train paths and times and limit our expansion plans.

        Eight other passenger train operators in Britain run on parts of GNER's routes. In general, another operator may negotiate with Network Rail for new services and additional train paths and times. All awards are still government-regulated to ensure passenger benefits are achieved, such as better frequencies, lower fares or new journey opportunities, and to avoid competition that might interfere with each operator's ability to satisfy the minimum service requirements under its franchise. GNER has experienced increased but limited new rail competition since its franchise began. Aggressive bidding by GNER's rail competitors in the future, however, may divert business away from GNER and limit our expansion plans.

        We also compete with cars, buses, airlines and other train operators with parallel or intersecting train routes with us. Customers tend to choose their mode of transportation based on

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•

frequency of arrivals and departures,



•

time,



•

reliability,



•

convenience,



•

comfort, and



•

price.

The weight given to any one particular factor depends on whether a customer is traveling for business or for pleasure.

GNER may be unable to increase its revenue to pass through its increased expenses.

        We offer a variety of ticket types with different prices, such as standard class, first class, weekend and advance purchase. We are contractually obligated not to raise our ticket prices more than the rate of inflation on ticket types currently representing about 20% of GNER's fare revenues. Our remaining ticket prices are not subject to any cap but are subject to competitive pricing of alternative rail, airline and other transport services. We must also pay passenger rebates if our trains fail to meet prescribed punctuality and reliability standards. Therefore, if our expenses increase, we may be unable to raise our revenue to pass through these increases.

We cannot assure you that GNER or other labor disputes will not adversely affect Sea Containers.

        Labor is the largest component of variable costs for our rail operation. GNER has about 3,000 employees, about two-thirds of whom belong to unions. Since 1992, there has not been a labor strike specifically directed at GNER although nationwide strikes against former British Rail disrupted GNER's rail services for short periods in 1994 and 1995. The management of our rail operations is working with the unions to increase efficiency by changing work practices, mutual decision-making and ongoing training, without adversely impacting service or safety. We cannot assure you that these measures will not result in labor disputes disrupting our business or that nationwide strikes similar to those discussed above will not recur. Also, labor disputes disrupting other rail services connecting with GNER may reduce our passenger carryings so that we lose revenue.

Penalty payments, poor weather, rising compliance costs and accidents may adversely affect GNER performance.

        If our train services disrupt Network Rail's scheduling or other operation of the rail infrastructure, such as by breakdowns of our rolling stock or through strikes by our employees, or if our services become insufficiently reliable, then GNER must pay contractual penalties to Network Rail or the British government. Our penalty payments have varied in the past but could be substantial since some factors that cause delays can be largely out of our control.

        Other factors affecting GNER's financial performance are adverse weather conditions disrupting services such as by track flooding, actual or threatened terrorist acts halting services, and changing government safety regulations which impose additional compliance costs on train operators. While management believes that GNER operates its trains in compliance with relevant safety standards and carries adequate insurance against loss, we cannot assure you that accidents will not occur in the future involving GNER, whether or not it is at fault, or involving other train operators in Britain, or that a serious incident, whether or not involving GNER, would not have a material adverse effect on GNER's operations or financial condition.

25

Marine Container Leasing Operations

Sea Containers may be unable to compete favorably in the highly competitive container leasing and sales business.

        The container leasing and sales business is highly competitive. GE SeaCo, our 50/50 joint venture with General Electric Capital Corporation, competes with

•

nine other major leasing companies,



•

many smaller lessors,



•

manufacturers of container equipment,



•

companies offering finance leases as distinct from operating leases,



•

promoters of container ownership and leasing as a tax shelter investment,



•

container shipping lines, which sometimes lease their excess container inventories, and



•

suppliers of alternative types of equipment for freight transport.

Competition among container leasing companies depends upon factors which include

•

lease rates,



•

the availability, quality and individual characteristics of equipment, and



•

customer service.

A decrease in the volume of world trade and other operating factors may adversely affect Sea Containers' container leasing business.

        Demand for leased containers depends largely on levels of international trade and economic growth, both global and regional. Cyclical recessions can negatively affect lessors' operating results because during economic downturns or periods of reduced trade, such as occurred in 2001, ocean carriers may lease fewer containers and rely more on their owned fleets to satisfy their container requirements or may lease containers only at reduced rates. Thus, a slowdown in economic growth or trade may adversely affect GE SeaCo's container leasing business. We cannot predict when such cyclical downturns will recur in the leasing industry.

        In recent years, the availability of low prices for new containers, principally those manufactured in China, and the consolidation of shipping lines have adversely affected our container leasing business. These trends may continue.

        Other general factors affecting demand for leased containers include

•

the available supply and prices of new and used containers, including the market acceptance of new container types and overbuying by competitors and customers,



•

economic conditions and competitive pressures in the shipping industry, including fluctuating ship charter and freight rates, containership fleet overcapacity or undercapacity, and expansion, consolidation or withdrawal of individual customers in that industry,



•

shifting trends and patterns of cargo traffic,



•

the availability and terms of equipment financing,



•

fluctuations in interest rates and foreign currency values,



•

import/export tariffs and restrictions,

26

•

foreign exchange controls,



•

cargo security and inspection measures, and



•

other governmental regulations and political or economic factors that are inherently unpredictable and may be beyond our control.

        The effect of these factors in 2002 was a decline in container leasing profitability.

We cannot assure you that lease rates or utilization for our containers will not decrease or that we can meet container demand.

        GE SeaCo's revenue is variable and largely depends on lease rates, equipment utilization and equipment availability. Lease rates depend on

•

the type and length of the lease,



•

the type and age of the equipment,



•

the application of our SeaWorthy and SeaCover programs to equipment maintenance obligations under the lease,



•

competition, as more fully discussed above,



•

interest rates,



•

new container prices, and



•

economic conditions, including world trade and other factors more fully discussed above.

In recent years lease rates have declined, as have new container prices, and may continue to do so, thereby detracting from the economic returns on higher valued existing equipment.

        Utilization is the ratio of containers on lease to GE SeaCo's total container fleet and may also fluctuate due to these same factors. In recent years, for example, overall fleet utilization declined principally because of consolidations among shipping lines, a trade imbalance with Asia resulting in high equipment returns in North America and Europe, and overproduction of some types of new containers by factories and overbuying by shipping lines and leasing competitors. While utilization improved in 2002 and 2003, there may again be a decline in future years unless GE SeaCo disposes of idle, older equipment in its fleet in surplus locations, which has the effect of increasing overall utilization.

        In order to meet anticipated demand promptly, GE SeaCo maintains inventories of available containers at various depots worldwide. Because demand is difficult to estimate, however, these inventories may be too large or small, and repositioning equipment in a timely manner may not be economically feasible. Also, container supply from manufacturers involves a time delay between order placement and equipment delivery, as a result of which GE SeaCo's revenue may be restrained when demand is strong or may not be realized by the time equipment is delivered.

If GE SeaCo sells large quantities of equipment, Sea Containers' gains or losses on the sale of equipment will fluctuate and may be significant.

        From time to time GE SeaCo sells equipment which it or one of its partners owns, both containers on lease to the lessee and idle equipment off lease. Equipment is typically sold if it is in the best interest of the owner to do so after taking into consideration the book value, physical condition, remaining useful life, suitability for leasing or other uses, and the prevailing local sales price for the equipment. Since these considerations vary, gains or losses on sale of equipment will also fluctuate and

27

may be significant if GE SeaCo sells large quantities of equipment. In the past two years, GE SeaCo has stepped up its sale program on behalf of its partners to dispose of older units.

Repositioning costs may adversely affect our profitability.

        If lessees return equipment to locations where supply exceeds demand, GE SeaCo routinely repositions containers to higher demand areas. Repositioning expenses vary depending on geographic location, distance, freight rates and other factors, and may not be fully covered by drop-off charges collected from the last lessees of the equipment or pick-up charges paid by the new lessees. Nor may demand be as great as anticipated after repositioning has occurred so that the equipment remains idle.

Sea Containers may lose lease revenue and incur additional operating expenses when lessees of its containers default.

        When lessees of our containers default, the containers may be returned in locations where GE SeaCo cannot efficiently re-lease or sell them, or they may be lost. GE SeaCo may have to repair and reposition these containers where it can re-lease or sell them, which could be expensive depending on the locations and distances involved. As a result, GE SeaCo may lose lease revenue and incur additional operating expenses in repossessing and storing the equipment. While in recent years, defaults by lessees, as measured by our allowance for specific doubtful accounts, have not been material as a percentage of container revenue, we cannot assure you that any future defaults will not be material.

Sea Containers may be subject to environmental liability that could adversely affect its business and financial health despite its insurance coverage.

        In certain countries like the United States, the owner of a leased container may be liable for the costs of environmental damage from the discharge of the contents of the container even though the owner is not at fault. GE SeaCo maintains insurance against property damage and third-party liability for its owned containers and those of its partners, and we require lessees to obtain similar insurance and to provide us indemnity against loss. However, we cannot assure you that insurance or indemnities can fully protect us or GE SeaCo against damages arising from environmental damage.

        Many countries impose limitations on the production of chlorofluorocarbon CFC refrigerants because of their ozone depleting and global warming effects. As a result, substantially all refrigerated containers in the GE SeaCo fleet acquired since 1992 have been charged with non-CFC refrigerant gas, and we are converting older units over time to non-CFC gas or disposing of them. Future government regulation of refrigerants and synthetic insulation materials might require refrigerated containers using non-conforming substances to be retrofitted with conforming ones such as non-CFC refrigerants. In that event, we would have to bear all or a large portion of the cost to convert our units.

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Hotel and Leisure Operations

The operations of Orient-Express Hotels, a 47%-owned unconsolidated subsidiary of Sea Containers, are subject to adverse factors generally encountered in the hospitality industry.

        Besides the specific conditions discussed in the risk factors below, these factors include

•

cyclical downturns arising from changes in general and local economic conditions,



•

dependence on varying levels of tourism, business travel and corporate entertainment,



•

rising or falling disposable income of consumers and the traveling public,



•

changes in popular travel patterns,



•

competition from other hotels and leisure time activities,



•

periodic local oversupply of guest accommodation, which may adversely affect occupancy rates and actual room rates achieved,



•

increases in operating costs due to inflation and other factors which may not be offset by increased revenues,



•

regional and local economic and political conditions affecting market demand, including recessions, civil disorder and acts of terrorism,



•

foreign exchange rate movements,



•

adverse weather conditions or destructive forces like fire or flooding, and



•

seasonality, in that many of our hotels and tourist trains are located in the northern hemisphere where they operate at low revenue or close during the winter months.

        The effect of these factors varies among our hotels and other properties because of their geographic diversity. The current SARS epidemic in Asia, for example, has caused a reduction in passenger bookings on the tourist train of Orient-Express Hotels operating between Bangkok and Singapore.

        In particular, as a result of terrorist attacks in the United States on September 11, 2001 and the subsequent military action in Afghanistan, international, regional and even domestic travel have been disrupted. Demand for most of Orient-Express Hotels' properties declined substantially in the latter part of 2001, and the effects of the disruption are continuing to be felt. For example, American leisure travelers seem more reluctant than in the past to go abroad, and the booking lead-times by guests, travel agents and tour operators at our properties has shortened since September 11. Further acts of terrorism or possible military action, could again reduce leisure and business travel. The recent war in Iraq and the subsequent political uncertainty there are having this effect.

The hospitality industry is highly competitive, both for acquisitions of new hotels and restaurants and for customers.

        Orient-Express Hotels competes for hotel and restaurant acquisition opportunities with others who have substantially greater financial resources than it does. They may be prepared to accept a higher level of financial risk than we can prudently manage. This competition may have the effect of reducing the number of suitable investment opportunities offered to Orient-Express Hotels and increasing its acquisition costs by enhancing the bargaining power of property owners seeking to sell or to enter into management agreements.

        Some of Orient-Express Hotels' properties are located in areas where there are numerous competitors. For example, competing deluxe hotels opened in 2001 near its properties in New Orleans

29

and Rio de Janeiro. Competitive factors in the hospitality industry include convenience of location, the quality of the property, room rates and menu prices, the range and quality of food services and amenities offered, types of cuisine, and name recognition. Demographic, geographic or other changes in one or more of our markets could impact the convenience or desirability of our hotels and restaurants, and so could adversely affect their operations. Also, new or existing competitors could significantly lower rates or offer greater conveniences, services or amenities or significantly expand, improve or introduce new facilities in markets in which our hotels and restaurants compete.

The hospitality industry is heavily regulated, including with respect to food and beverage sales, employee relations, construction and environmental concerns, and compliance with these laws could reduce revenues and profits of properties owned or managed by Orient-Express Hotels.

        Orient-Express Hotels and its various properties are subject worldwide to numerous laws, including those relating to the preparation and sale of food and beverages, liquor service, and health and safety of premises. Its properties are also subject to laws governing our relationship with our employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and firing employees and work permits. Also, the success of expanding Orient-Express Hotels' existing properties depends upon its obtaining necessary building permits or zoning variances from local authorities.

        Orient-Express Hotels also is subject to foreign and U.S. laws and regulations relating to the environment and the handling of hazardous substances which may impose or create significant potential environmental liabilities, even in situations where the environmental problem or violation occurred on a property before Orient-Express Hotels acquired it.

Orient-Express Hotels' acquisition, expansion and development strategy may be less successful than we expect, and, therefore, its growth may be limited.

        Orient-Express Hotels intends to increase its revenues and net income through acquisitions of new properties and expansion of its existing properties. Pursuit of new growth opportunities successfully will depend on the ability to identify properties suitable for acquisition and expansion, to negotiate purchases or construction on satisfactory terms, to obtain the necessary financing and permits and to integrate new properties into existing operations. Also, the acquisition of properties in new locations may present operating and marketing challenges that are different from those currently encountered in existing locations. We cannot assure you that Orient-Express Hotels will succeed in its growth strategy.

        Orient-Express Hotels may develop new properties in the future. New project development is subject to such adverse factors as market or site deterioration after acquisition, inclement weather, labor or material shortages, work stoppages and the continued availability of construction and permanent financing. For example, the opening of the Westcliff Hotel in Johannesburg occurred about six months later than originally planned, as construction took longer than expected. This delay had a significant adverse impact on the revenues and profitability of African operations.

We cannot be sure that Orient-Express Hotels will obtain the necessary additional capital to finance the growth of its business.

        The acquisition and expansion of leisure properties, as well as the ongoing renovations, refurbishments and improvements required to maintain or upgrade existing properties, are capital intensive. Orient-Express Hotels' current expansion plans call for the expenditure of up to an aggregate of about $80 million over the next three years to add new rooms and/or facilities to existing properties. Orient-Express Hotels also plans to continue to acquire additional properties. The availability of future borrowings and access to the capital markets for equity financing to fund these acquisitions and expansions depends on prevailing market conditions and the acceptability of financing terms offered to

30

Orient-Express Hotels. We cannot assure you that future borrowings or equity financing will be available to Orient-Express Hotels, or available on acceptable terms, in an amount sufficient to fund its needs. Future debt financings could involve restrictive covenants that would limit Orient-Express Hotels' flexibility in operating its business.

Orient-Express Hotels' owned hotels and restaurants are subject to risks generally incident to the ownership of commercial real estate and often beyond its control.

        These include

•

changes in national, regional and local economic and political conditions,



•

local real estate market fluctuations,



•

changes in interest rates and in the availability, cost and terms of financing,



•

the impact of present or future governmental legislation and regulations (including environmental laws),



•

the ongoing need for capital improvements to maintain or upgrade properties,



•

changes in property taxes and operating expenses, and



•

the potential for uninsured or underinsured losses.

Orient-Express Hotels' operations may be adversely affected by extreme weather conditions and the impact of natural disasters.

        Orient-Express Hotels operates properties in a variety of locales, each of which is subject to local weather patterns and their effects on our properties as well as on customer travel. Since Orient-Express Hotels' revenues are dependent on the revenues of individual properties, extreme weather conditions can from time to time have a major adverse impact upon individual properties or particular regions. For example, in November 1999 a major hurricane passed over St. Martin where the La Samanna hotel is located, resulting in the closing of the hotel until February 2000 so that much of the high season that year was missed.

        Orient-Express Hotels' properties are also vulnerable to the effects of destructive forces, such as fire, storms and flooding. Although the properties are insured against property damage, damages resulting from acts of God or otherwise may exceed the limits of the insurance coverage or be outside the scope of that coverage. The La Samanna hotel, for example, suffered substantial wind and flooding damage during the 1999 hurricane. Although it was fully insured for such damage, Orient-Express Hotels may face losses with other natural disasters affecting its properties in the future.

If the relationships between Orient-Express Hotels and its employees were to deteriorate, it may be faced with labor shortages or stoppages, which would adversely affect its ability to operate its facilities.

        Orient-Express Hotels' relations with its employees in various countries, including employees represented by labor unions, could deteriorate due to disputes related to, among other things, wage or benefit levels, working conditions, or our response to changes in government regulation of workers and the workplace. Operations rely heavily on employees' providing high-quality personal service, and any labor shortage or stoppage caused by poor relations with employees, including labor unions, could adversely affect the ability to provide those services, which could reduce occupancy and room revenue and even tarnish Orient-Express Hotels' reputation.

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Sea Containers no longer has voting control of Orient-Express Hotels, which is no longer a Sea Containers consolidated subsidiary.

        As described in "Separation of Orient-Express Hotels" below, on July 22, 2002, a subsidiary of Orient-Express Hotels acquired from Sea Containers a substantial number of Orient-Express Hotels class B common shares pursuant to an agreement in place at the time of the initial public offering of Orient-Express Hotels in August 2000. The shares now owned by that subsidiary represent about 77% of the combined voting power of all Orient-Express Hotels common shares outstanding. As a result, although three directors and officers of Sea Containers are on the board of directors of Orient-Express Hotels, Sea Containers no longer has voting control of Orient-Express Hotels.

        Since November 14, 2002, Sea Containers has owned less than a majority of the common shares of Orient-Express Hotels (disregarding such shares owned by the Orient-Express Hotels subsidiary). Therefore, Orient-Express Hotels will not be a consolidated subsidiary in Sea Containers' future financial statements. Instead, Sea Containers will account for its investment in Orient-Express Hotels using the equity method of accounting.

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Other Risks

Currency fluctuations may have a material adverse effect on Sea Containers' financial statements and/or its operating margins.

        Substantial portions of the revenues and expenses of Sea Containers are denominated in non-U.S. currencies such as the British pound sterling and the euro. In addition, we buy assets and incur liabilities in these foreign currencies. Foreign exchange rate fluctuations may have a material adverse effect on our financial statements and/or our operating margins.

        Our financial statements, which are presented in U.S. dollars, can be impacted by foreign exchange fluctuations through both

•

translation risk, which is the risk that our financial statements for a particular period or as of a certain date depend on the prevailing exchange rates of the various currencies against the U.S. dollar, and



•

transaction risk, which is the risk that the currency of our costs and liabilities fluctuates in relation to the currency of our revenue and assets, which fluctuations may adversely affect our operating margins.

        With respect to translation risk, even though the fluctuations of currencies against the U.S. dollar can be substantial and therefore significantly impact comparisons with prior periods, the translation impact is a reporting consideration and does not affect the underlying results of operations, as transaction risk does. As far as we can, we match foreign currency revenues and costs and assets and liabilities to provide a natural hedge against translation risks although this is not a perfect hedge.

        With respect to transaction risk, although this risk may adversely affect operating margins, we may mitigate our exposure by entering into forward foreign exchange contracts from time to time.

Sea Containers' directors and officers may control the outcome of most matters submitted to a vote of its shareholders.

        A subsidiary of Sea Containers, together with Sea Containers' directors and executive officers, currently holds shares of Sea Containers representing about 85% of the voting power for most matters submitted to a vote of Sea Containers' shareholders. Under Bermuda law, the class B common shares of Sea Containers owned by its subsidiary, representing approximately 79% of the combined voting power of the class A and class B common shares, are outstanding and may be voted by that subsidiary. The manner in which the subsidiary votes its common shares is determined by the five directors of the subsidiary, two of whom—James B. Sherwood and John D. Campbell—are also directors and officers of Sea Containers, consistently with the exercise by those directors of their fiduciary duties to the subsidiary. That subsidiary will be able to elect a majority of the members of the Board of Directors of Sea Containers, to control the outcome of most matters submitted to a vote of the shareholders of Sea Containers and to block a number of matters relating to a change of control of Sea Containers.

33

Provisions in Sea Containers' charter documents may discourage potential acquisitions of Sea Containers, even those which the holders of a majority of its class A common shares might favor.

        Sea Containers' memorandum of association and bye-laws contain provisions that could make it harder for a third party to acquire Sea Containers without the consent of its board of directors. These provisions include

•

supermajority shareholder voting provisions for the removal of directors from office with or without cause, and for "business combination" transactions with beneficial owners of shares carrying 15% or more of the votes which may be cast at any general meeting of Sea Containers, and



•

limitations on the voting rights of such 15% beneficial owners.

        Also, Sea Containers' board of directors has the right under Bermuda law to issue preferred shares without shareholder approval, which could be done to dilute the stock ownership of a potential hostile acquirer. Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our board of directors, these provisions apply even if the offer may be considered beneficial by many shareholders.

        These provisions are in addition to the ability of Sea Containers' subsidiary and directors and officers to vote shares representing a significant majority of the total voting power of our common shares. See the "risk factor" immediately above. Also, the rights to purchase series A junior preferred shares, one of which is attached to each class A and class B common share, may have antitakeover effects.

We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Bermuda, or that an original action can be brought in Bermuda against Sea Containers for liabilities under U.S. securities laws.

        Sea Containers is a Bermuda company, a majority of its directors and officers are residents of Bermuda, the United Kingdom and elsewhere outside the United States, and most of its assets and the assets of its directors and officers are located outside the United States. As a result, it may be difficult for you to

•

effect service of process within the United States upon Sea Containers or its directors and officers, or



•

enforce judgments obtained in United States courts against Sea Containers or its directors and officers based upon the civil liability provisions of the United States federal securities laws.

        Sea Containers has been advised by its Bermuda counsel, Appleby Spurling & Kempe, that there is doubt

•

whether a judgment of a United States court based solely upon the civil liability provisions of the United States federal securities laws would be enforceable in Bermuda against Sea Containers or its directors and officers, and



•

whether an original action could be brought in Bermuda against Sea Containers or its directors and officers to enforce liabilities based solely upon the United States federal securities laws.

34

FORWARD-LOOKING STATEMENTS

        This prospectus, and the reports and other information that Sea Containers has filed with the SEC, which are incorporated by reference in this prospectus, contain forward-looking statements, including statements regarding, among other items,

•

Sea Containers' ability to repay or extend the maturities of its outstanding indebtedness,



•

its ability to implement successfully its proposed debt restructuring plan,



•

competitive factors in its businesses,



•

its ability to offer duty-free shopping,



•

the operations of Silja,



•

deployment of fast speed ferries,



•

future legislation in any country where Sea Containers has significant assets or operations,



•

strikes or other labor disruptions,



•

actual or threatened acts of terrorism and the effects of the recent war in Iraq,



•

currency fluctuations, and



•

trends in our future operating performance.

        Sea Containers based these forward-looking statements largely on its expectations as well as assumptions it has made and information currently available to its management. When used in this prospectus or in incorporated reports, the words "anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to Sea Containers or its management, are intended to identify forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond our control. Actual results could differ materially from those anticipated, as a result of the factors described under "Risk Factors" in this prospectus and other factors. Furthermore, in light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus and incorporated reports might not transpire.

        Sea Containers undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

35

SEPARATION OF ORIENT-EXPRESS HOTELS

        In anticipation of the separation of Sea Containers and Orient-Express Hotels, the two companies entered into agreements providing for the separation of their business operations, as well as relating to the shares of Sea Containers and Orient-Express Hotels owned by their respective subsidiaries. Pursuant to the last agreement, on July 22, 2002, Orient-Express Holding 1 Ltd., a wholly-owned subsidiary of Orient-Express Hotels Ltd., acquired from Sea Containers 18,044,478 class B common shares of Orient-Express Hotels (representing approximately 77% of the combined voting power for most matters submitted to a vote of Orient-Express Hotels' shareholders) upon exercise of a call option under that agreement.

        On November 13, 2002, Sea Containers announced that it no longer planned to proceed with a previously proposed spinoff to the shareholders of Sea Containers of the common shares of Orient-Express Hotels held by Sea Containers, and that Sea Containers planned (a) to sell additional amounts of Orient-Express Hotels' common shares to reduce its equity interest in Orient-Express Hotels to slightly less than 50% in order to deconsolidate Orient-Express Hotels from its balance sheet, and (b) to sell more of Orient-Express Hotels' common shares when market conditions improve. On November 14, 2002, Sea Containers sold 3,100,000 class A common shares of Orient-Express Hotels in an underwritten public offering. As a result of this sale, Sea Containers owns 11,943,901 class A common shares of Orient-Express Hotels and 2,459,399 class B common shares of Orient-Express Hotels, representing about 47% of Orient-Express Hotels' outstanding class A and class B common shares (excluding class B common shares owned by an Orient-Express Hotels subsidiary referred to above) and having about 16% of the combined voting power of all outstanding Orient-Express Hotels class A and class B common shares (including class B common shares owned by such subsidiary).

        As a result of these developments, Orient-Express Hotels' financial statements are no longer consolidated with those of Sea Containers. In addition, Orient-Express Hotels has ceased to be a "Subsidiary" of Sea Containers, but is deemed to be an "Affiliate" of Sea Containers, both as defined in the indentures relating to Sea Containers' publicly-held debt, including the indenture relating to the new notes.

        Orient-Express Hotels has filed a registration statement with the SEC (which was declared effective on February 19, 2003) for sales by Sea Containers from time to time, in one or more transactions, of any or all of its remaining 11,943,901 class A common shares of Orient-Express Hotels plus the 2,459,399 Orient-Express Hotels' class A common shares issuable upon conversion of 2,459,399 Orient-Express Hotels class B common shares held by Sea Containers.

36

PROPOSED RESTRUCTURING

        As of March 31, 2003, Sea Containers and its subsidiaries were obligated to repay through the end of 2004 approximately $734,498,000 of indebtedness, including the following indebtedness that matures on the dates indicated:

•

$95,223,000 of 9¹/2% Senior Notes due July 1, 2003,



•

$63,575,000 of 10¹/2% Senior Notes due July 1, 2003,



•

$125,800,000 of borrowings under a $209,100,000 revolving credit facility from a syndicate of banks secured by container equipment, due October 24, 2004, and



•

$98,883,000 of 12¹/2% Senior Subordinated Debentures due December 1, 2004.

        Management anticipates that Sea Containers' cash flow from operations will not be sufficient to discharge all of this $734,498,000 of indebtedness. Accordingly, Sea Containers is proposing to restructure part of this indebtedness to extend the maturity dates, and to sell or refinance certain assets to raise cash to repay the balance, to the extent it cannot be paid from cash flow from operations.

        As part of this effort to extend maturity dates, Sea Containers has initiated this exchange offer, and is making a contemporaneous offer to exchange, for its outstanding 9¹/2% Senior Notes due 2003 and 10¹/2% Senior Notes due 2003, the same aggregate principal amount ($158,798,000) of 13% Senior Notes due 2006, plus a cash exchange fee of $10 for every $1,000 principal amount of 9¹/2% Senior Notes and 10¹/2% Senior Notes tendered and accepted for exchange. Management also intends to seek to extend the maturity of Sea Containers revolving credit container loan due in 2004.

        With respect to the balance of the indebtedness due in 2003 and 2004, and to the extent that Sea Containers is unable to extend the maturities of its indebtedness as intended and is required to make cash repayments, management intends to utilize the cash flow from Sea Containers' operations and the proceeds from one or more of the following asset sales or refinancing transactions currently under consideration:

•

sales by Sea Containers from time to time, in one or more public offerings, of common shares of Orient-Express Hotels, as described above under "Separation of Orient-Express Hotels";



•

sales of other assets of Sea Containers, including its Isle of Man Steam Packet Company ferry unit in the Irish Sea, its remaining port interests in the U.K. and its Charleston, South Carolina container manufacturing facility;



•

a refinancing of the Silja ships; and



•

sales by Sea Containers from time to time of Sea Containers' class A common shares or indebtedness of Sea Containers or its subsidiaries.

Management may also consider other transactions in order to raise funds. To allow time to complete the asset sales, management has obtained a commitment letter from a syndicate of banks for a one-year $158,000,000 secured bridge loan facility, the proceeds of which would be used as necessary to repay on July 1, 2003 the 9¹/2% Senior Notes and 10¹/2% Senior Notes that are not exchanged in the exchange offer for those notes. The primary security for this loan would be the shares in the Sea Containers subsidiaries that own the assets to be sold, as identified above, and common shares of Orient-Express Hotels owned by Sea Containers.

        The ultimate success of Sea Containers' proposed restructuring plan will depend on the successful and timely consummation of the various components of that plan. Those components are being undertaken over a period of several months, and we cannot assure you that any component will be consummated, or consummated on a timely basis, or that it will raise funds or extend maturities to the extent necessary. These plans are subject to many risks, such as uncertain market conditions, fluctuation

37

in interest rates and currency values, the uncertainty as to negotiating and completing proposed transactions and unacceptability of the terms offered to Sea Containers.

        In addition, even if maturities of indebtedness are successfully extended, Sea Containers will have to repay such indebtedness, together with other indebtedness due in future years, when it becomes due, and we cannot assure you that Sea Containers will have sufficient cash flow from operations to do so. Furthermore, although Sea Containers may seek to refinance some of such indebtedness in future years, it may not be able to obtain such refinancing. Sea Containers has substantial additional indebtedness due in 2005 and thereafter. As of March 31, 2003, Sea Containers and its subsidiaries had $146,990,000 of indebtedness due in 2005, $248,480,000 due in 2006 and $659,630,000 due in 2007 and thereafter, in each case exclusive of any new notes and 13% Senior Notes which may be issued in the exchange offers and become due in 2009 and 2006, respectively.

        Any failure by Sea Containers to repay any indebtedness when due would result in a default under such indebtedness, and cause cross-defaults under other indebtedness.

38

CAPITALIZATION

        The following table shows the consolidated cash and capitalization of Sea Containers and its subsidiaries as of March 31, 2003, and as adjusted to reflect (1) the exchange of 50% of the outstanding aggregate principal amount of the old debentures for new notes in this exchange offer (the minimum condition of this exchange offer), and the exchange of 50% of the outstanding aggregate principal amount of Sea Containers' 9¹/2% Senior Notes due 2003 and 10¹/2% Senior Notes due 2003 for 13% Senior Notes due 2006, and (2) the exchange of 100% of the outstanding aggregate principal amount of the old debentures for new notes in this exchange offer, and the exchange of 100% of the outstanding aggregate principal amount of the 9¹/2% Senior Notes due 2003 and 10¹/2% Senior Notes due 2003 for 13% Senior Notes due 2006.

        In accordance with EITF Consensus Issue 96-19, Debtor's Accounting for a Modification or Exchange of Debt Instruments, the exchange of the old debentures for the new notes is not considered substantial and will not be accounted for as a debt extinguishment, as the cash flow effect on a present value basis of the new notes was not more than 10% different from the present value of the remaining cash flows under the terms of the old debentures. For the same reason, the exchange of the 9¹/2% Senior Notes due 2003 and the 10¹/2% Senior Notes due 2003 for the 13% Senior Notes due 2006 is not considered substantial and will not be accounted for as a debt extinguishment. These exchanges are not considered substantial assuming the exchange of either 50% or 100% of the 9¹/2% and 10¹/2% Senior Notes and the old debentures.

				March 31, 2003
				Actual			As adjusted— 50%			As adjusted— 100%
				(In millions)
Cash(1)				$	153.1		$	147.2		$	142.3
Short-term debt(2)				$	1.5		$	1.5		$	1.5
Long-term debt:
	Notes payable, bank loans and other purchase obligations in respect of containers				398.6			398.6			398.6
	Mortgage loans in respect of ships				600.6			600.6			600.6
	Obligations under capital leases				11.0			11.0			11.0
	Bank loans in respect of real estate and other fixed assets				256.9			256.9			256.9
	91/2% senior notes due 2003				95.2			47.6			—
	101/2% senior notes due 2003				63.6			31.8			—
	13% senior notes due 2006				—			79.4			158.8
	103/4% senior notes due 2006(3)				114.3			114.3			114.3
	77/8% senior notes due 2008				149.8			149.8			149.8
	121/2% senior subordinated debentures due 2004(4)				98.5			49.3			—
	121/2% senior notes due 2009 offered hereby				—			49.4			98.9
		Total long-term debt			1,788.5			1,788.7			1,788.9
Redeemable preferred shares:
	150,000 $7.25 convertible cumulative preferred shares stated at liquidation value of $100 per share				15.0			15.0			15.0
		Total redeemable preferred shares			15.0			15.0			15.0
Shareholders' equity:
	19,502,216 class A common shares(5)				0.2			0.2			0.2
	14,417,795 class B common shares(6)				0.1			0.1			0.1
	Paid-in capital				389.7			389.7			389.7
	Retained earnings				751.0			746.4			742.8
	Accumulated other comprehensive loss				(191.8	)		(191.8	)		(191.8	)
	Less: Reduction due to class B common shares acquired by a subsidiary—12,900,000 shares at cost(7)				(391.2	)		(391.2	)		(391.2	)
		Total shareholders' equity			558.0			553.4			549.8
			Total capitalization	$	2,363.0		$	2,358.6		$	2,355.2

(Footnotes on the following page)

39

(1)

Cash as adjusted for a 50% exchange reflects the payment of $1,288,000 related to the cash exchange fee that will be capitalized and subsequently amortized over the term of the new notes and the 13% Senior Notes, as well as an estimated $4,600,000 of legal, accounting and financial advisory fees and other costs of the exchange offers that will be charged to selling, general, and administrative expenses. The latter amount includes $1,000,000 for soliciting brokers' fees.

Cash as adjusted for a 100% exchange reflects the payment of $2,577,000 related to the cash exchange fee that will be capitalized and subsequently amortized over the term of the new notes and the 13% Senior Notes, as well as an estimated $8,200,000 of legal, accounting and financial advisory fees and other costs of the exchange offers that will be charged to selling, general, and administrative expenses. The latter amount includes $2,000,000 for soliciting brokers' fees.

Included in cash is approximately $30,700,000 held by GNER under a liquidity maintenance requirement imposed by the U.K. Strategic Rail Authority, and there are restricted deposits in other subsidiaries of approximately $9,600,000. Additionally, Sea Containers' subsidiaries have working capital requirements which reach their height in the first half of the year.

(2)

There were additional working capital lines of credit in place, but not drawn, amounting to $30,600,000, of which $11,200,000 related to secured revolving credit facilities.

(3)

The aggregate principal amount of the 10³/4% Senior Notes is $115,000,000, but they were originally issued at a net discount which is being amortized over the life of the 10³/4% Senior Notes.

(4)

The aggregate principal amount of the 12¹/2% Senior Subordinated Debentures is $98,883,000, but they were originally issued at a net discount which is being amortized over the life of the Debentures.

(5)

Excludes 241,550 class A common shares reserved for issuance pursuant to options granted to employees, and 908,044 class A common shares reserved for issuance under Sea Containers' Dividend Reinvestment and Share Purchase Plan.

(6)

Excludes 478,622 shares reserved for issuance upon the conversion of the $7.25 convertible cumulative preferred shares.

(7)

Under Bermuda law, the class B common shares held by a subsidiary of Sea Containers are issued and outstanding and have the same voting rights as all other issued and outstanding class B common shares.

40

THE EXCHANGE OFFER

Purpose and Effect of this Exchange Offer

        Sea Containers is making this exchange offer as one element of a proposed series of transactions to restructure some of Sea Containers' indebtedness. Please see the discussion under the heading "Proposed Restructuring" above for a description of our restructuring plan.

Terms of this Exchange Offer

        Under the terms and conditions described in this prospectus and in the accompanying letter of transmittal, Sea Containers will accept any and all old debentures which you validly tender and do not validly withdraw before the expiration date of this exchange offer. On the expiration date, Sea Containers will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old debentures which Sea Containers accepts in this exchange offer. As of the date of this prospectus, $98,883,000 aggregate principal amount of the old debentures is outstanding. Holders may tender some or all of their old debentures in this exchange offer. However, you may tender old debentures only in integral multiples of $1,000.

Also on or promptly after the expiration date, Sea Containers will pay a $10 cash exchange fee for each $1,000 principal amount of old debentures accepted in this exchange offer, and will pay in cash all accrued and unpaid interest on the old debentures to the expiration date of this exchange offer. If the expiration date is                     , 2003, the accrued and unpaid interest per $1,000 principal amount of old debentures will be $            .

        Sea Containers will have accepted all validly tendered old debentures, or defectively tendered old debentures if Sea Containers waives the defects, only if, as and when Sea Containers gives oral or written notice of acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from Sea Containers and delivering them and the cash exchange fee to the tendering holders.

        If Sea Containers does not accept any tendered old debentures for any reason, it will return certificates for any of those unaccepted old debentures, at Sea Containers' expense, to the tendering holders as soon as practicable after the expiration date of this exchange offer.

        Holders who tender old debentures in this exchange offer will not have to pay brokerage commissions or fees or, except as described in the instructions to the letter of transmittal, transfer taxes with respect to the exchange of old debentures for new notes in this exchange offer. Sea Containers will pay all charges and expenses in connection with this exchange offer, including a soliciting brokers' fee which Sea Containers will pay to registered broker/dealers, equal to 1% of the aggregate principal amount of old debentures which they tender on behalf of their customers. See "—Fees and Expenses" below.

Expiration Date; Extensions; Termination; Amendments

        This exchange offer will expire at 5:00 p.m., New York City time, on                        , 2003. However, Sea Containers reserves the right to extend this exchange offer to a later time and date. We refer to such initial expiration time and date, as they may be extended, as the "expiration date." Sea Containers will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of this exchange offer. If Sea Containers elects to extend this exchange offer, you will not be entitled to any withdrawal rights during the extension period, except as otherwise indicated under "—Withdrawals of Tenders."

        Sea Containers reserves the right to delay accepting any old debentures under this exchange offer, or to terminate this exchange offer and not accept under it any old debentures not previously accepted, if any condition described below under "—Conditions to the Exchange Offer" is not satisfied and Sea

41

Containers does not waive it. Sea Containers will give oral or written notice of a delay or termination to the exchange agent. Sea Containers also reserves the right to amend the terms of this exchange offer in any manner. Sea Containers will make a public announcement of any such delay in acceptance, termination or amendment as promptly as practicable.

        Without limiting the manner in which Sea Containers may choose to make public any announcement of any extension, delay in acceptance, termination or amendment, Sea Containers will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service, the substance of which is carried over the Dow Jones Broad Tape.

Procedures for Tendering

        If you wish validly to tender old debentures in this exchange offer, either

•

you must transfer your old debentures under the procedures for book-entry transfer described under the caption "—Book-Entry Transfer" below, and the exchange agent must receive a book-entry confirmation before the expiration date of this exchange offer, or



•

the exchange agent must receive, at one of its addresses shown on the back cover of this prospectus, a properly completed and duly executed letter of transmittal (or a facsimile thereof), together with any required signature guarantees, the certificates for the old debentures being tendered and any other documents required by the instructions to the letter of transmittal, before the expiration date of this exchange offer. Letters of transmittal and old debentures should be sent only to the exchange agent, not to Sea Containers.

Delivery of Letters of Transmittal in this Exchange Offer

        If you sign a letter of transmittal and are not the registered holder of any old debentures you tender with it, then the registered holder or holders must either have properly completed the form of transfer notice on the certificates for those old debentures, or you must provide appropriate bond powers signed by the registered holder or holders. The signature of the registered holder or holders in the form of transfer notice or bond powers must correspond exactly with the name(s) of the registered holder or holders which appear(s) on the certificates you tender, and the signature or signatures must be guaranteed by an "Eligible Institution" unless all the signing registered holders are Eligible Institutions. See "—Signature Guarantees" below.

        If you are a beneficial owner of old debentures which are registered in the name of The Depository Trust Company ("DTC") for the account of a participant in DTC's system, or in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender old debentures, you should instruct such participant or nominee to tender old debentures on your behalf. Please contact such participant or nominee directly if you have not received its request for instructions. Alternatively, if you wish to tender old debentures directly, you must first either make appropriate arrangements to register ownership of the old debentures in your name or follow the procedures described in the immediately preceding paragraph. The transfer of registered ownership may take a lot of time and may not be feasible to achieve before the expiration of this exchange offer.

        Your method of delivering old debentures and the letter of transmittal and all other required documents to the exchange agent is at your choice and risk. If you choose to deliver by mail, we suggest that you use properly insured registered mail, return receipt requested, and that the mailing to the exchange agent occur sufficiently before the expiration date of this exchange offer to permit delivery to the exchange agent before the expiration of this exchange offer. Except as otherwise provided in the letter of transmittal, we will consider your delivery to the exchange agent to have occurred only when the exchange agent actually receives or confirms delivery.

42

Book-Entry Transfer

        The exchange agent will establish an account for the old debentures at DTC for the purpose of facilitating this exchange offer. If this account is established, any financial institution that is a participant in DTC's system (a "Participant") may make book-entry delivery of old debentures by causing DTC to transfer such notes into the exchange agent's account for the old debentures in accordance with DTC's Automated Tender Offer Program ("ATOP") for book-entry transfers. However, we will exchange new notes for the old debentures so tendered only after timely book-entry confirmation of such book-entry transfer of old debentures into the exchange agent's account, and timely receipt by the exchange agent of an "agent's message" and any other documents required by the letter of transmittal. An agent's message is a message transmitted by DTC, received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment, from a Participant tendering old debentures which are the subject of such book-entry confirmation, that the Participant has received and agrees to be bound by the terms of the letter of transmittal, and that Sea Containers may enforce such agreement against that Participant.

        We will not consider your delivery of documents to DTC as valid delivery to the exchange agent.

Signature Guarantees

        Signatures on a letter of transmittal need not be guaranteed if the old debentures are being tendered

•

by their registered holder(s), unless the holder(s) have completed the "Special Issuance Instructions" box or "Special Delivery Instructions" box in the letter of transmittal, or



•

for the account of a firm that is a participant in a Medallion Signature Guarantee Program or other similar program (an "Eligible Institution"), which is generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States.

In all other cases, all signatures on the letter of transmittal must be guaranteed by an Eligible Institution. See Instruction 3 to the letter of transmittal.

        If your certificates representing old debentures have been mutilated, destroyed, lost or stolen and you wish to tender your old debentures, please call the exchange agent at 1-212-815-5788. The exchange agent will send you an affidavit to complete, and you will be informed of the amount you will need to pay for a surety bond for your lost certificates. When the exchange agent receives the completed affidavit and surety bond payment and the completed letter of transmittal, your old debentures will be included in this exchange offer. If you wish to participate in this exchange offer, you will need to act quickly to ensure that the lost certificates can be replaced and delivered to the exchange agent before the expiration of this exchange offer.

Other Matters

        Your tenders of old debentures in compliance with the procedures described above and in the letter of transmittal, followed by Sea Containers' acceptance of your tenders, will create a binding agreement between you and Sea Containers under the terms and conditions of this exchange offer.

        At such time as Sea Containers accepts for exchange the old debentures you tender, you

a.

irrevocably sell, assign and transfer to Sea Containers, or upon its order, all rights, title and interest in and to all the old debentures you tender, and



b.

irrevocably appoint the exchange agent your true and lawful agent and attorney-in-fact with respect to the old debentures you tender, with full power of substitution and resubstitution,



•

to deliver certificates representing those old debentures, or transfer ownership of those old debentures on the account books maintained by DTC, together, in either such case with all

43

accompanying evidences of transfer and authenticity, to or upon the order of Sea Containers,

•

to present those certificates for transfer on the books of Sea Containers, and



•

to receive all benefits or otherwise exercise all rights of beneficial ownership of the old debentures you tender, under the terms of this exchange offer.

        Sea Containers will determine, in its sole discretion, all questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of old debentures, and such determination will be final and binding. We will not consider alternative, conditional or contingent tenders to be valid. Sea Containers reserves for itself the absolute right to reject any or all tenders of old debentures that it determines are not in proper form or the acceptance of which would, in the opinion of Sea Containers' management, be unlawful. Sea Containers also reserves for itself the right to waive any defects, irregularities or conditions of tender as to particular old debentures without waiving the defects, irregularities or conditions of tender as to other old debentures. Sea Containers' interpretations of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding. You must cure any defect or irregularity in connection with your tenders of old debentures within such reasonable time as Sea Containers determines, unless Sea Containers waives the defect or irregularity. Tenders of old debentures will not be effective until all defects and irregularities have been waived by Sea Containers or cured. Neither Sea Containers, nor the exchange agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of old debentures, or will incur any liability to holders of old debentures for failure to give any such notice.

Guaranteed Delivery Procedure

        Holders who wish to tender their old debentures and (a) whose old debentures are not immediately available, or (b) who cannot deliver their old debentures, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, or (c) who cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender if

•

the tender is made through an Eligible Institution,



•

prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) or a properly transmitted agent's message and notice of guaranteed delivery setting forth the name and address of the holder of the old debentures, the registered number or numbers of the old debentures and the principal amount of old debentures tendered, stating that the tender is being made thereby, and guaranteeing that, within three business days after the expiration date, the letter of transmittal (or facsimile thereof), together with the old debentures or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent, and



•

the exchange agent receives a properly completed and executed letter of transmittal (or facsimile thereof), together with the tendered old debentures in proper form for transfer (or confirmation of a book-entry transfer into the exchange agent's account at DTC of old debentures delivered electronically) and all other documents required by the letter of transmittal within three business days after the expiration date.

44

Withdrawals of Tenders

        You may withdraw tenders of old debentures in this exchange offer at any time before 5:00 p.m. New York City time, on                            , 2003. In additon if Sea Containers either

•

reduces the principal amount of old debentures subject to this exchange offer, or



•

increases or decreases the consideration offered in exchange for the old debentures or the soliciting brokers' fee,

and if, at the time that notice of such reduction, increase or decrease is first published, sent or given to holders of old debentures, this exchange offer is scheduled to expire at any time earlier than ten business days from, and including, the date that such notice is first so published, sent or given, then Sea Containers will extend this exchange offer until the expiration of such period of ten business days and will provide withdrawal rights during such periods.

        You may withdraw from this exchange offer any old debentures you tendered by book-entry transfer by giving written or facsimile notice of withdrawal complying with the procedures of the DTC's Automated Tender Offer Program. DTC must give the exchange agent notice of your withdrawal before the expiration date of this exchange offer.

        You may withdraw from this exchange offer any old debentures you tendered by physical delivery of certificates by giving written notice of withdrawal to the exchange agent. Notice of withdrawal, to be effective,

•

must be received by the exchange agent, at one of its addresses or its facsimile number shown on the back cover of this prospectus, before 5:00 p.m., New York City time, on                   , 2003 (or such later date as withdrawal rights are provided as described above),



•

must specify your name(s),



•

must give the certificate serial numbers of the particular certificates for those old debentures and their aggregate principal amount, and



•

must be signed by you exactly as you signed the letter of transmittal, or be accompanied by documents of transfer sufficient to have the exchange agent register the transfer of the old debentures into your name(s).

        Your signature(s) on the notice of withdrawal of any tendered old debentures must be guaranteed by an Eligible Institution unless you are an Eligible Institution that tendered the old debentures for your own account. If the old debentures to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal will be effective immediately when the exchange agent receives written or facsimile transmission of the notice of withdrawal even if physical release is not yet effected.

        You may not rescind a withdrawal of a tender of old debentures, and old debentures properly withdrawn will not be deemed to be validly tendered for purposes of this exchange offer. However, withdrawn old debentures may be retendered by repeating the applicable procedures for tendering described above at any time on or prior to the expiration of this exchange offer.

45

Conditions to this Exchange Offer

        At present, $98,883,000 aggregate principal amount of old debentures is outstanding. It is a condition of this exchange offer that Sea Containers receive valid tenders (not withdrawn) of old debentures in the aggregate principal amount of at least $49,441,500, which is 50% of the outstanding aggregate principal amount of the old debentures. This minimum condition is for Sea Containers' sole benefit, and Sea Containers may waive it at any time in its sole discretion.

        Despite any other term of this exchange offer, Sea Containers will not be required to accept for exchange, or exchange any new notes for, any old debentures, and Sea Containers may terminate this exchange offer before the expiration date, if

•

a default or an event of default has occurred or is continuing under the terms of any series of Sea Containers' publicly held senior indebtedness,



•

the trustee under the indenture has objected to, or taken any action that could adversely affect, the consummation of this exchange offer,



•

the trustee under the indenture has taken any action that challenges the validity or effectiveness of the procedures used in this exchange offer,



•

this exchange offer, or the making of any exchange by a holder of old debentures, in Sea Containers' reasonable judgment, would violate applicable law,



•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency, or any law, statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted or entered, with respect to this exchange offer that, in the judgment of Sea Containers, could reasonably be expected to impair its ability to proceed with this exchange offer,



•

there shall have occurred a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit,



•

there shall have occurred a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of this exchange offer, a material acceleration or worsening thereof, or



•

any change (or any development involving a prospective change) shall have occurred or be threatened in Sea Containers' business, properties, assets, liabilities, financial condition, operations, results of operations or prospects taken as a whole that, in its reasonable judgment, is or may be adverse to Sea Containers, or Sea Containers becomes aware of facts that, in its reasonable judgment, have or may have adverse significance with respect to the old debentures.

In the event that there occurs one or more of the conditions for termination set forth above, Sea Containers will issue a press release as soon as practicable, specifying which condition or conditions for termination have occurred and indicating whether or not it has elected to terminate this exchange offer. In the absence of such an announcement, holders may assume that Sea Containers will accept new notes in exchange for old debentures validly tendered pursuant to this exchange offer.

        Sea Containers expressly reserves the right, at any time or at various times, to extend the period of time during which this exchange offer is open. Consequently, it may delay acceptance of any old debentures by giving oral or written notice of the extension to their holders. During any extension, all old debentures previously tendered will remain subject to this exchange offer and may not be withdrawn except if Sea Containers reduces the principal amount of the old debentures subject to this exchange offer, or increases or decreases the consideration offered in exchange for the old debentures or the soliciting brokers' fee. Sea Containers will return any old debentures that it does not accept for

46

exchange for any reason without expense to their tendering holders as promptly as practicable after the expiration or termination of this exchange offer.

        Sea Containers expressly reserves the right to amend or terminate this exchange offer, and to reject for exchange any old debentures not previously accepted for exchange, upon the occurrence of any of the conditions for the termination of this exchange offer specified above. We will give oral or written notice of any extension, amendment or termination to the holders of the old debentures as promptly as practicable. In the case of any extension, the notice will be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date.

        These conditions are for Sea Containers' sole benefit and it may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in its sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

        In addition, Sea Containers will not accept for exchange any old debentures tendered, and will not issue exchange consideration in exchange for any such old debentures, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the new notes indenture under the Trust Indenture Act of 1939.

Interest on the New Notes

        The new notes will bear interest from the expiration date, payable semiannually in arrears on June 1 and December 1 of each year commencing on December 1, 2003, at the rate of 12¹/2% per year. Accrued and unpaid interest on the old debentures validly tendered and accepted for exchange through the expiration date will be paid in cash to the holders of such old debentures. Holders whose old debentures are accepted for exchange will be deemed to have waived the right to receive any payment in exchange consideration or other property in respect of interest accruing or accretions in value after the date of the issue of the new notes, other than the cash exchange fee of $10 per each $1,000 principal amount of the old debentures accepted for exchange.

Dealer Manager

        Sea Containers has engaged Lazard Frères & Co. LLC to act as the dealer manager in connection with this exchange offer and to provide financial advisory services to it in connection with this exchange offer. Sea Containers has agreed to pay a fee to the dealer manager for soliciting acceptances of the exchange offer. Such fee is based on the aggregate principal amount of the old debentures exchanged in the exchange offer and will be payable on the date the new notes are issued in the exchange offer. We will also reimburse the dealer manager for reasonable out-of-pocket expenses and fees, and expenses of legal counsel. Sea Containers has agreed to indemnify the dealer manager against specified liabilities, including specified liabilities under the federal securities laws.

        If you have questions concerning the terms of this exchange offer, you may contact at the dealer manager:

David McMillan
Managing Director
Capital Markets

Telephone:    1-212-632-6719

Facsimile Transmission:    1-212-632-6984

        The dealer manager has provided in the past, and currently is providing, financial advisory and investment banking services to Sea Containers and its affiliates, for which it has received and expects to receive customary fees and commissions.

47

Exchange Agent and Trustee

        The Bank of New York has been appointed as exchange agent for this exchange offer. Questions as to procedures for tendering and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail or Overnight Courier:	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7 East New York, New York 10286 Attn: William Buckley
Facsimile Transmission:	1-212-298-1915
Confirm by Telephone:	1-212-815-5788

        You and your broker, dealer, commercial bank, trust company or other nominee should send letters of transmittal and all correspondence in connection with this exchange offer to the exchange agent at the address and telephone number listed above.

        The Bank of New York is also serving as the trustee under the indentures for the old debentures, and will also serve as the trustee under the indenture for the new notes. All deliveries, correspondence and questions sent or presented to the trustee relating to this exchange offer should be directed to the trustee as follows:

By Mail:	The Bank of New York Bondholder Relations 101 Barclay Street, 7E New York, New York 10286
By Telephone:	1-800-254-2826

Information Agent

        Georgeson Shareholder Communications Inc. has been appointed as information agent for this exchange offer. Questions and requests for assistance should be directed to the information agent addressed as follows:

        U.S. debentureholders call: 1-866-324-5897

        Foreign debentureholders call collect: 011-44-207-335-8700

        Banks and brokerage firms call: 1-212-440-9800

Fees and Expenses

        Sea Containers will bear the expenses of soliciting tenders. The principal solicitation for tenders is being made by mail; however, we may make additional solicitations by telegraph, facsimile, telephone or in person by our officers and regular employees and those of our affiliates.

        Sea Containers will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses. Sea Containers will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, the letter of transmittal and related documents to the beneficial owners of the old debentures and in handling or forwarding tenders for exchange. In addition, Sea Containers will pay registered brokers and dealers a soliciting brokers' fee equal to 1% of the aggregate principal amount of the old debentures which they tender on behalf of their customers and which Sea Containers accepts for exchange.

48

        Sea Containers has agreed to pay (i) its expenses, including investment banking, financial advisory, printing, legal, accounting, exchange agent, and information agent fees and expenses, (ii) expenses incurred to obtain a rating of the new notes, if any, and (iii) fees and expenses of the trustee for the new notes. Sea Containers will pay other cash expenses to be incurred in connection with this exchange offer, including SEC registration fees and related fees and expenses.

Transfer Taxes

        Sea Containers will pay all transfer taxes, if any, applicable to the exchange of old debentures in this exchange offer. If, however, certificates representing new notes or old debentures for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the old debentures tendered, or if tendered old debentures are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old debentures pursuant to this exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

49

DESCRIPTION OF THE NEW NOTES

        Sea Containers will issue the new notes under an indenture dated as of                , 2003 (the "Indenture") between Sea Containers and The Bank of New York, as trustee (the "Trustee"). If and when the new notes are issued, the Indenture will be subject to and governed by the Trust Indenture Act of 1939. The following is a summary of all the material provisions of the new notes and the Indenture and does not include all the provisions of the Indenture. We urge you to read the Indenture because it fully defines your rights. You may obtain a copy of the Indenture from Sea Containers without charge. See "Where You Can Find More Information." You can find the definitions of capitalized terms used in this summary under the heading "—Definitions" below.

        Other than the interest rate, maturity date, redemption provisions and ranking, and except as set forth below, the terms of the new notes and the rights of their Holders are substantially similar to those of the old debentures, except that

•

the new notes will not specifically exclude from the definition of "restricted payment" a spinoff distribution to Sea Containers' shareholders of the common shares of Orient-Express Hotels owned by Sea Containers,



•

the limitation on "restricted payments" in the new notes will include an exception, identical to the exception presently included in Sea Containers' 10¹/2% Senior Notes, 10³/4% Senior Notes and 7⁷/8% Senior Notes, permitting the exchange of non-subordinated debt for the old debentures. See "—Covenants—Limitation on Restricted Payments," and



•

the new notes (like Sea Containers' 10³/4% Senior Notes and 7⁷/8% Senior Notes) will provide that if the new notes ever attain an "investment grade" rating from Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, and Moody's Investors Service, Inc., most of the restrictive covenants set forth in the new notes will permanently cease to be applicable.

        See the first paragraph under the caption "—Covenants" below. Subject to compliance with other limitations in the Indenture, Sea Containers will not be prohibited from selling Orient-Express Hotels common shares that it owns.

Maturity, Principal and Interest

        The new notes will mature on December 1, 2009, are limited to $98,883,000 in aggregate principal amount and will be unsecured senior obligations of Sea Containers.

        Interest on the new notes will accrue at the rate of 12¹/2% per year and will be payable twice a year in arrears on June 1 and December 1 in cash, commencing on December 1, 2003, to the Holders of new notes at the close of business on the May 15 or November 15 immediately preceding an interest payment date. Interest on the new notes will accrue from the expiration date, or from the most recent interest payment date to which interest has been paid.

        Principal of, and any premium and interest on, the new notes are payable, and, except as described below, the new notes are exchangeable and transferable, at the office or agency of Sea Containers in the Borough of Manhattan, City of New York maintained for such purposes; however, Sea Containers may choose to pay interest by mailing checks to the Holders of new notes. For the purpose of paying interest on the new notes, Sea Containers will at all times have a paying agent (which may be the Trustee) that either will have an office or agency in the Borough of Manhattan, City of New York, or will make arrangements for interest checks to be paid at a bank, trust company or other agency located in the Borough of Manhattan, City of New York. Sea Containers has appointed The Bank of New York as the initial paying agent for the new notes. Until otherwise designated by Sea Containers, Sea Containers' office or agency in New York will be the Trustee's office located at 101 Barclay Street, New York, New York, 10286.

        The new notes are issued in fully registered form without coupons, in denominations of $1,000 and any integral multiple of $1,000. There will be no service charge for any registration of transfer,

50

exchange or redemption of the new notes, except that in certain circumstances there may be a service charge for any tax or other governmental charge that may be imposed in connection therewith. See "The Exchange Offer—Procedures for Tendering" for a discussion of certain other matters regarding the form, delivery, transfer and exchange of the new notes.

Ranking

        The Indebtedness evidenced by the new notes ranks equal in right of payment with all other Senior Indebtedness of Sea Containers, and senior in right of payment to all existing and future Subordinated Indebtedness of Sea Containers, including the old debentures that remain outstanding after this exchange offer. The principal amount of Sea Containers' Senior Indebtedness outstanding on March 31, 2003, was $524,785,000, and the principal amount of Sea Containers' Subordinated Indebtedness outstanding on such date was $98,883,000, consisting entirely of the old debentures. In addition to its outstanding Senior Indebtedness, Sea Containers, as of March 31, 2003, has guaranteed $330,151,000 of its Subsidiaries' Indebtedness and $92,100,000 of Indebtedness of Orient-Express Hotels. (Sea Containers anticipates that $72,567,000 of Indebtedness of Orient-Express Hotels will be refinanced in June, 2003 without a Sea Containers guaranty.) Notwithstanding the covenants in the Indenture restricting the Incurrence of Indebtedness, Sea Containers may Incur additional Indebtedness. See "—Covenants—Limitation on Indebtedness."

        To the extent that any Indebtedness is secured by liens on the assets of Sea Containers or its Subsidiaries, the holders of such secured Indebtedness will have a claim prior to the Holders of the new notes as to those assets and the new notes will be effectively subordinated to all present and future secured Indebtedness. At March 31, 2003, approximately $101,237,000 out of the total of $524,785,000 of Senior Indebtedness of Sea Containers (excluding guaranties of Indebtedness of its Subsidiaries and Orient-Express Hotels) was secured by assets of Sea Containers. Also, notwithstanding the covenants in the Indenture restricting the Incurrence of Indebtedness, Sea Containers and its Subsidiaries may Incur additional secured Indebtedness (see "—Covenants—Limitation on Indebtedness" and "—Restriction on Preferred Shares of Subsidiaries").

        In addition, the new notes are not guaranteed by any Subsidiary of Sea Containers and as a result will effectively rank junior to all present and future Indebtedness of the Subsidiaries of Sea Containers, which at March 31, 2003, amounted to $1,167,400,000, as well as junior to all other liabilities of the Subsidiaries. Notwithstanding the covenants in the Indenture restricting the Incurrence of Indebtedness, the Subsidiaries may Incur additional Indebtedness (see "—Covenants—Limitation on Indebtedness" and "—Restriction on Preferred Shares of Subsidiaries"). If any Subsidiary of Sea Containers is dissolved, declared bankrupt, liquidated or reorganized, Holders of new notes will not receive from such Subsidiary any amounts in respect of the new notes until after the payment in full of the claims of the creditors of such Subsidiary and the liquidation preference of any preferred shares of such Subsidiary remaining outstanding.

        Sea Containers' assets are located in numerous places around the world, and many such assets are movable and therefore could be in various locations from time to time. It is possible that in the event of a bankruptcy or similar proceeding, the courts of one or more of the countries where Sea Containers' assets at the time are located might assert jurisdiction over any proceedings to establish and enforce creditors' rights under the laws of such countries. We cannot assure you that a bankruptcy or similar proceeding would ultimately be adjudicated by a United States bankruptcy court.

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Optional Redemption

        Sea Containers may redeem all or some of the new notes at any time on or after July 1, 2005 at a price of 100% of the principal amount of the new notes, on not less than 30 nor more than 60 days' prior notice in amounts of $1,000 or integral multiples of $1,000, together with accrued and unpaid interest to the redemption date, subject to the right of Holders on relevant record dates to receive interest due on an interest payment date that is on or prior to the redemption date. If less than all of the new notes are to be redeemed, the Trustee will select the new notes or portions thereof to be redeemed by prorating, by lot or by any other method that the Trustee deems fair and reasonable.

        The Indenture provides that, in the event of a Change of Control, each Holder of new notes will have the right to require Sea Containers to repurchase such Holder's new notes at 101% of the principal amount thereof, together with accrued and unpaid interest. See "—Purchase of New Notes upon Change of Control." In addition, if, at any time, the Consolidated Tangible Net Worth of Sea Containers and its Subsidiaries at the end of each of any two consecutive fiscal quarters is less than $175,000,000, Sea Containers shall make an offer to repurchase a specified amount of new notes. See "—Covenants—Maintenance of Consolidated Tangible Net Worth."

        The new notes, like the old debentures, will not have the benefit of any sinking fund. Therefore, unless Sea Containers exercises its right of optional redemption, or is required to repurchase the new notes under the indenture (for example, upon a Change of Control), all of the new notes will mature and become due and payable on December 1, 2009, and holders of the new notes will not have any right to compel Sea Containers to pay the principal amount of the new notes at any time prior to that date.

Optional Tax Redemption

        The new notes may be redeemed at the option of Sea Containers, in whole but not in part, at any time on not less than 30 or more than 60 days' prior notice given as provided in the Indenture, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority of or in the jurisdiction) in which Sea Containers is incorporated or resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction, political subdivision or taxing authority is a party (a "Change in Tax Law") that becomes effective on or after the date of issue of the new notes, Sea Containers is or would be required on the next succeeding interest payment date to pay additional amounts with respect to the new notes as described below under "—Payment of Additional Amounts" and Sea Containers cannot avoid the payment of such additional amounts by any reasonable measures available to it.

        The new notes may also be redeemed at the option of Sea Containers in whole but not in part on not less than 30 nor more than 60 days' prior notice given as provided in the Indenture at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption, if the Person formed by a consolidation or amalgamation of Sea Containers or into which Sea Containers is merged or to which Sea Containers conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts as described below in respect of any tax, assessment or governmental charge imposed on any Holder. See "—Merger and Sale of Assets."

        Sea Containers will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described under "—Payment of Additional Amounts" below) resulting from the payment of such redemption price.

52

Payment of Additional Amounts

        If the jurisdiction (or any political subdivision or taxing authority of or in the jurisdiction) in which Sea Containers is incorporated or resident for tax purposes at any time requires Sea Containers to deduct or withhold, for any present or future taxes, assessments or other governmental charges, any amounts Sea Containers must pay under the new notes to a Holder who is not a resident of such jurisdiction for purposes of such tax, assessment or governmental charge, Sea Containers will pay such additional amounts to such non-resident Holder of a new note as additional interest as may be necessary in order that the net amounts paid to such Holder after such deduction or withholding will be not less than the amounts specified in such new note to which the Holder is entitled with respect to such new note. However, Sea Containers will not be required to make any payment of additional amounts for or on account of

(a)

any tax, assessment or other governmental charge which would not have been imposed but for



•

the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein, or



•

the presentation of a new note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later,



(b)

any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge,



(c)

any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of or in respect of principal of, or any premium or interest on, the new notes,



(d)

any tax, assessment or other governmental charge that is imposed or withheld because the Holder or the beneficial owner of the new note failed to comply with a request of Sea Containers addressed to the Holder



•

to provide information, documents and other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner, or



•

to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by Sea Containers) or satisfy any information or reporting requirement,

and such information, documents, evidence or declaration is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge, or

(e)

any combination of items (a), (b), (c) and (d) above.

Also, Sea Containers will not pay any such additional amounts to any Holder of a new note who is a fiduciary or partnership, or is not the sole beneficial owner of such payment, to the extent that the beneficiary or settlor with respect to such fiduciary, or a member of such partnership, or another beneficial owner of such payment would be required, by the laws of the jurisdictions in which Sea Containers is incorporated or resident for tax purposes (or any political subdivision or taxing authority

53

of or in those jurisdictions), to include such payment in its income for tax purposes and would not have been entitled to such additional amounts had it been the Holder of such new note.

        Additional amounts may also be payable in the event of certain consolidations, amalgamations, mergers or sales of assets. See "—Optional Tax Redemption" above.

        In the opinion of Appleby Spurling & Kempe, Bermuda counsel to Sea Containers, and subject to the assumptions and qualifications contained in the opinion of that firm, under Bermuda law as applied and interpreted on the date of this prospectus,

•

there is no Bermuda income tax, withholding tax, capital gains tax or capital transfer tax and, even if such taxes were to be enacted, pursuant to an undertaking from the Minister of Finance of Bermuda which is effective until March 28, 2016, (1) Sea Containers would not be required to deduct or withhold on account of Bermuda income tax from payments made under the new notes and (2) Holders of the new notes who are not treated as resident or ordinarily resident in Bermuda generally would not be subject to any Bermuda taxation of capital gains realized on the disposition of the new notes;



•

new notes that are not treated as situated in Bermuda and are beneficially owned by an individual domiciled outside Bermuda will not be subject to Bermuda inheritance tax; and



•

no Bermuda stamp duty or stamp duty reserve tax will be imposed on the issuance of the new notes and no Bermuda stamp duty is payable on any transfer of new notes.

Covenants

        The Indenture for the new notes, like the indenture for the old debentures, provides that Sea Containers and its Subsidiaries will be subject to the following covenants. However, the indenture for the new notes, but not the indenture for the old debentures, provides that if no Default or Event of Default has occurred and is continuing, and if the ratings assigned to the new notes by Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, and Moody's Investors Service, Inc. are equal to or higher than BBB- and Baa3, or their respective equivalents (the "Investment Grade Ratings"), and even though the new notes may later cease to have such a rating, Sea Containers and its Subsidiaries will not be subject to the provisions of the Indenture described below under "—Limitation on Indebtedness," "—Limitation on Restricted Payments," "—Transactions with Affiliates," "—Restriction on Preferred Shares of Subsidiaries," "—Disposition of Proceeds of Asset Sales," "—Maintenance of Consolidated Tangible Net Worth," and clauses 3 and 4 of "—Merger and Sale of Assets."

Limitation on Indebtedness

        Sea Containers will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness (excluding Permitted Indebtedness) unless, at the time of such Incurrence, and after giving effect thereto on a pro forma basis, Sea Containers' Cash Flow Coverage Ratio for the Reference Period would have equaled or exceeded 1.75 to 1.0.

Limitation on Restricted Payments

        Sea Containers will not, and will not permit any of its Subsidiaries to, directly or indirectly, make a Restricted Payment, which is defined as

•

the declaration or payment of any dividend on, or the distribution to holders of, any shares of its or a Subsidiary's Capital Stock (other than dividends or distributions payable in shares of its or such Subsidiary's Capital Stock or in options, warrants or other rights to purchase such Capital

54

Stock, but excluding dividends or distributions payable in Redeemable Capital Stock or in options, warrants or other rights to purchase Redeemable Capital Stock),

•

the purchase, redemption, acquisition or retirement for value of any Capital Stock of Sea Containers or any Subsidiary or any options, warrants or other rights to acquire such Capital Stock (except pursuant to mandatory sinking fund requirements or at the Stated Maturity thereof, which payments may be made at any time during the year prior to the required sinking fund payment date or Stated Maturity),



•

any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance or other acquisition or retirement for value, of Indebtedness of Sea Containers that is subordinated in right of payment to the new notes (except pursuant to mandatory sinking fund requirements or at the Stated Maturity thereof, which payments may be made at any time during the year prior to the required sinking fund payment date or Stated Maturity), or



•

any Investment (other than any Permitted Investment) in any Person other than a Subsidiary and other than a Person which becomes a Subsidiary as a result of such Investment,

unless at the time of and after giving effect to the proposed Restricted Payment (the amount of which, if other than cash, will be as determined by the board of directors of Sea Containers, whose determination will be conclusive and evidenced by a board resolution),

(1)

no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Restricted Payment,



(2)

Sea Containers could Incur at least $1.00 of additional Indebtedness under the "—Limitation on Indebtedness" covenant described above (excluding Permitted Indebtedness), and



(3)

the aggregate amount of all Restricted Payments declared or made after July 1, 1996 will not exceed the sum of



(A)

50% of the aggregate cumulative Consolidated Net Income Available For Restricted Payments accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 1993 and ending on the last day of Sea Containers' last fiscal quarter ending prior to the date of such proposed Restricted Payment (or, if such aggregate cumulative Consolidated Net Income Available For Restricted Payments shall be a loss, minus 100% of such loss),



(B)

the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by Sea Containers' board of directors), received after February 1, 1998 by Sea Containers from the issuance or sale (other than to any of its Subsidiaries) of shares of Capital Stock of Sea Containers (other than Redeemable Capital Stock) or warrants, options or rights to purchase such shares of Capital Stock of Sea Containers (other than Redeemable Capital Stock),



(C)

the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by Sea Containers' board of directors), received after February 1, 1998, by Sea Containers (other than from any of its Subsidiaries) upon the exercise of options, warrants or rights to purchase shares of Capital Stock of Sea Containers (other than Redeemable Capital Stock),



(D)

the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by Sea Containers' board of directors), received after February 1, 1998, by Sea Containers from the issue or sale of debt securities or Redeemable Capital Stock that, in either case, have been converted into or exchanged for Capital Stock of Sea

55

Containers (other than Redeemable Capital Stock), plus the aggregate cash received by Sea Containers at the time of such conversion or exchange,

(E)

an amount equal to the net reduction after February 1, 1998, in Investments in any third Person not a Subsidiary of Sea Containers resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to Sea Containers or any Subsidiary from any such third Person, but only to the extent such payments



i.

were not otherwise included in the Consolidated Net Income of Sea Containers and its Subsidiaries,



ii.

were not deducted from the Investment of Sea Containers in any third Person not a Subsidiary pursuant to clause 4 of the definition of Permitted Investments in "—Definitions" below, and



iii.

do not exceed in the case of any such third Person the amount of Investments previously made by Sea Containers or any Subsidiary in such third Person, and



(F)

$15,000,000.

        Management estimates that as of March 31, 2003, the aggregate amount available for Restricted Payments was approximately $119,000,000 under the indenture covenants.

        This Restricted Payments covenant will not be violated by reason of, and will not take into account,

(a)

the payment of any dividend within 60 days after the date of its declaration if such payment would have been permitted under clauses (1), (2) and (3) above on the declaration date, in which event such dividend will be deemed to have been paid on the declaration date for purposes of this Restricted Payments covenant,



(b)

a Restricted Payment by a Subsidiary to Sea Containers or to another Subsidiary of Sea Containers or by Sea Containers to a Subsidiary of Sea Containers, provided that any Restricted Payment by a Subsidiary of Sea Containers relating to Capital Stock held by Sea Containers or a Subsidiary of Sea Containers may also be made to Persons other than Sea Containers or a Subsidiary so long as such Restricted Payment is made ratably based on the respective ownership interests in such Capital Stock of Sea Containers or such Subsidiary and such other Persons, or



(c)

the issuance of Capital Stock (other than Redeemable Capital Stock) upon the exercise by Sea Containers' employees of options issued pursuant to employee benefit plans, or



(d)

as long as no Default or Event of Default is in existence,



(I)

the acquisition or retirement for value of any shares of Capital Stock or any Indebtedness subordinated in right of payment to the new notes prior to a Stated Maturity of such Indebtedness by exchange for, or upon conversion of, or out of the proceeds of the substantially concurrent sale for cash (other than to a Subsidiary) of, other shares of Capital Stock (other than Redeemable Capital Stock) of Sea Containers or Indebtedness of the type, and satisfying the requirements, described in clause 9 of the definition of Permitted Indebtedness, except that any Indebtedness of Sea Containers issued in exchange for the old debentures shall only be required to satisfy the provisos in clause 9 that immediately after giving effect to such exchange, no Default or Event of Default shall have occurred and be continuing, and that the Average Life to Stated Maturity and Stated Maturity of such Indebtedness must exceed the Average Life to Stated Maturity and Stated Maturity of the new notes,

56

(II)

the payment of a dividend on preferred shares (including Redeemable Capital Stock) outstanding on the date of the Indenture, and preferred shares issued to refinance such preferred shares as permitted by clause (I) above at rates not in excess of those set forth in the terms of such preferred shares on the date of the Indenture, and



(III)

the payment of dividends on Redeemable Capital Stock issued after the date of the Indenture.

However, the aggregate net proceeds, including the Fair Market Value of property other than cash, received by Sea Containers from the issuance or sale of shares of Capital Stock (other than Redeemable Capital Stock) of Sea Containers pursuant to clauses (c) and (d)(I) above will not be counted for purposes of increasing the available amount of Restricted Payments pursuant to clause (3)(B) above.

Transactions with Affiliates

        Sea Containers will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services, the entering into of any contract, agreement or understanding, any Investment, or the payment of any compensation) with any Affiliate of Sea Containers (other than a Subsidiary) unless

1.

such transaction or series of transactions is or are on terms that are no less favorable to Sea Containers or the Subsidiary than could have been obtained at the time of such transaction or transactions in a comparable transaction in arm's-length dealings with an unaffiliated third party, and



2.

with respect to any transaction or series of transactions involving aggregate payments in excess of $15,000,000, Sea Containers delivers an officer's certificate to the Trustee certifying that such transaction or series of transactions complies with clause 1 above and that such transaction or series of transactions has received the approval of a majority of the disinterested directors of the board of directors of Sea Containers, and Sea Containers or the relevant Subsidiary delivers to the Trustee a written opinion of a recognized independent financial advisor, auditing or appraisal firm stating that the transaction is fair to Sea Containers or such Subsidiary from a financial point of view, or in the case of the sale by Sea Containers or a Subsidiary of an asset, that the consideration received for such asset equals or exceeds the appraised value of such asset, or in the case of a purchase by Sea Containers or a Subsidiary of an asset, that the consideration paid for such asset equals or does not exceed the appraised value of such asset.

This covenant will not apply to transactions pursuant to agreements in place and as in place as of the date of the Indenture and disclosed or described in this prospectus or in Sea Containers' Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and to any extensions of such agreements and any replacements of such agreements, provided such replacements have substantially similar terms to the agreements being replaced.

Restriction on Preferred Shares of Subsidiaries

        Sea Containers will not permit any of its Subsidiaries to issue any preferred shares (other than Redeemable Capital Stock, to the extent such Redeemable Capital Stock is otherwise permitted to be issued in accordance with the terms of the Indenture) or warrants, options or other rights to purchase or otherwise acquire any preferred shares of such Subsidiary (other than permitted Redeemable Capital Stock), or permit any Person to own or hold an interest in any preferred shares of any such Subsidiary (other than permitted Redeemable Capital Stock).

57

This covenant will not restrict any Subsidiary from issuing preferred shares to and held by Sea Containers or a wholly-owned Subsidiary of Sea Containers.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        Sea Containers will not, and will not permit any Material Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary to

(a)

pay dividends or make any other distribution on its Capital Stock,



(b)

pay any Indebtedness owed to Sea Containers or any Subsidiary,



(c)

make loans or advances to Sea Containers or any Subsidiary, or



(d)

transfer any of its property or assets to Sea Containers or any Subsidiary.

This covenant does not apply to

1.

any encumbrance or restriction with respect to a Subsidiary that was not a Subsidiary of Sea Containers on the date of the Indenture, in existence at the time such Person becomes a Subsidiary of Sea Containers or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not created in contemplation of such Person becoming a Subsidiary,



2.

any encumbrance or restriction with respect to a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary's acquisition of assets and the financing thereof,



3.

any encumbrance or restriction arising under or by reason of applicable law,



4.

any restriction on the ability of a Subsidiary to transfer an asset or property to the extent such restriction arises pursuant to a security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property, and



5.

any encumbrance or restriction pursuant to any agreement that extends, refinances, renews or replaces any agreement containing any of the restrictions described in clauses 1, 2 and 4 above, provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the new notes than those under or pursuant to the agreement extended, refinanced, renewed or replaced.

The Incurrence of Indebtedness will not be considered the creation, existence or effectiveness of a "consensual encumbrance or restriction" for purposes of this covenant merely because the obligation to repay such Indebtedness may limit such Subsidiary's cash flow available to make any of the payments described in clauses (a) through (d) above.

Disposition of Proceeds of Asset Sales

        Sea Containers will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless

•

Sea Containers or such Subsidiary, as the case may be, receives consideration (including by way of the purchaser assuming Indebtedness of Sea Containers or any of its Subsidiaries) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of, and



•

if the Fair Market Value of such Asset Sale exceeds $25,000,000, at least 75% of such consideration consists of cash (including cash received after the date of such sale pursuant to a

58

lease not giving rise to a Capital Lease Obligation), Cash Equivalents or the assumption of Indebtedness of Sea Containers or any of its Subsidiaries by the purchaser, provided that in the event of a sale by Sea Containers or any of its Subsidiaries of a hotel, the Fair Market Value of which exceeds $25,000,000, at least 75% of such consideration consists of

(A)

cash (including cash received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation),



(B)

Cash Equivalents,



(C)

the assumption of Indebtedness of Sea Containers or any of its Subsidiaries by the purchaser, or



(D)

Indebtedness of the purchaser or any Subsidiary of the purchaser secured by a first mortgage on the hotel being sold, and



•

no Default or Event of Default exists or would exist after giving effect to such Asset Sale.

        To the extent that the Net Cash Proceeds from any Asset Sale are not applied to permanently repay Senior Indebtedness (including the new notes), and permanently reduce the commitments under the instruments governing the Indebtedness so repaid, Sea Containers or such Subsidiary may commit to apply the Net Cash Proceeds from such Asset Sale, within 180 days of such Asset Sale (and in fact apply such Net Cash Proceeds within 360 days of such Asset Sale), to an investment in properties and assets that will be used in the businesses of Sea Containers and its Subsidiaries as permitted or engaged in on the date of the Indenture or in businesses similar or related thereto ("Replacement Assets"). Any Net Cash Proceeds from any Asset Sale that are not applied to pay, acquire or retire such Senior Indebtedness and are either not committed to an investment in Replacement Assets within 180 days of such Asset Sale or, if committed within such 180-day period, are not invested in Replacement Assets within such 360-day period, are "Excess Proceeds."

        When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, Sea Containers must make an offer to purchase ratably from all holders of its public, unsecured Indebtedness that is not Subordinated Indebtedness (including the Holders of new notes), an aggregate principal amount of such Indebtedness equal to such Excess Proceeds at a price in cash equal to 100% of the outstanding principal amount thereof plus any accrued and unpaid interest to the purchase date. If the aggregate principal amount of such Indebtedness validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Indebtedness to be purchased will be selected ratably. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset to zero. The purchase date for any such offer to purchase is required to be a date prior to the purchase date, if any, established by Sea Containers for the repurchase of any Indebtedness subordinated to the new notes pursuant to any similar "asset sale" provision. Any Excess Proceeds remaining after completion of such offer to purchase may be used by Sea Containers for general corporate purposes.

        Sea Containers will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and Sea Containers is required to purchase the new notes (and other public unsecured Indebtedness) as described above.

Conduct of Business

        Sea Containers and its Subsidiaries will not engage in any businesses that are not the same as, or similar or related to, the businesses in which Sea Containers and its Subsidiaries are engaged on July 1, 1996 (the date of the indenture providing for the 10¹/2% Senior Notes).

59

Reporting Requirements

        Sea Containers will file with the SEC the annual reports, quarterly reports and other documents that it would be required to file pursuant to Sections 13 and 15(d) of the Exchange Act if it were a United States domestic issuer. If Sea Containers ceases to have a class of securities registered under the Exchange Act, Sea Containers will furnish to the Trustee (and, to the extent Sea Containers is permitted to do so, to the SEC) the financial information which it would be required to file with the SEC under Section 13 of the Exchange Act if it were a domestic issuer with a class of securities registered under the Exchange Act. Sea Containers must furnish to the Trustee, and, to the extent required by law, provide to Holders, within 15 days after it files them with the SEC, copies and/or summaries of such reports and documents. Sea Containers must provide to the Holders all reports and other documents that Sea Containers provides to its shareholders.

Maintenance of Consolidated Tangible Net Worth

        If at any time the Consolidated Tangible Net Worth of Sea Containers and its Subsidiaries at the end of each of any two consecutive fiscal quarters is less than $175,000,000, Sea Containers will make an offer (an "Offer"), on or prior to the 30th day following the date on which Sea Containers files its quarterly or annual report with the SEC reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer, or if Sea Containers is not then required to file reports with the SEC, on or prior to the 30th day following the date on which Sea Containers determines the results for the second fiscal quarter giving rise to the obligation to make the Offer, but in any event not later than the 75th day following the end of the quarter (in the case of the first three fiscal quarters in any fiscal year) or the 120th day following the end of the quarter (in the case of the fourth quarter in any fiscal year). The Offer will be to purchase ratably from the Holders 10% of the aggregate principal amount of the new notes (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus interest accrued and unpaid to the date on which the new notes are to be purchased (the "Purchase Date"). However, if the Purchase Date is an Interest Payment Date, interest payable on such date shall be paid to the person in whose name the new note is registered at the close of business on such record date, and no additional interest will be paid to the person who tendered the new note. Sea Containers may not credit against its obligation to purchase new notes on any Purchase Date under the Indenture the principal amount of any new notes previously acquired or redeemed by Sea Containers. In no event shall the failure to meet the minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer under the Indenture.

        Notice of an Offer shall be mailed by Sea Containers not less than 25 days before the Purchase Date to the Trustee and to the Holders of new notes at their last registered addresses. The Offer shall remain open from the time of mailing at least until five Business Days before the Purchase Date.

Purchase of New Notes Upon Change of Control

        If a Change of Control occurs at any time, Sea Containers will be required to make an offer (a "Change in Control Offer") to repurchase any or all of the new notes in integral multiples of $1,000, at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount of the new Notes, plus any accrued and unpaid interest (including any defaulted interest) to the date of purchase. Sea Containers will comply with all applicable laws and regulations, including Section 14(e) of the Exchange Act, in connection with any Change of Control Offer.

        Within 30 days following any Change of Control, Sea Containers shall notify the Trustee and the Trustee shall promptly send by first-class mail, postage prepaid, to each Holder of new notes, at his or her address appearing in the new note register, a notice stating, among other things,

60

•

the Change of Control Purchase Price and the purchase date (the "Change of Control Purchase Date"), which will be a Business Day no earlier than 45 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;



•

that any new notes not tendered will continue to accrue interest;



•

that Sea Containers will pay the Change of Control Purchase Price for any new notes that have been properly tendered and not withdrawn promptly following the Change of Control Purchase Date; and



•

the procedures that a Holder must follow to accept a Change of Control Offer or to withdraw acceptance.

        A Subsidiary of Sea Containers, together with Sea Containers' directors and executive officers, currently holds about 85% of the voting power for most matters submitted to a vote of Sea Containers' shareholders. Under Bermuda law, the class B common shares of Sea Containers owned by its Subsidiary, representing approximately 79% of the combined voting power of the class A and class B common shares, are outstanding and may be voted by that Subsidiary. The manner in which the Subsidiary votes its common shares is determined by the five directors of the Subsidiary, two of whom—James B. Sherwood and John D. Campbell—are also directors and officers of Sea Containers, consistently with the exercise by those directors of their fiduciary duties to the Subsidiary. That subsidiary will be able to elect a majority of the members of the Board of Directors of Sea Containers, to control the outcome of most matters submitted to a vote of the shareholders of Sea Containers and to block a number of matters relating to a Change of Control of Sea Containers.

        The Change of Control repurchase provision, taken together with the dual common share capitalization of Sea Containers, the voting control of Sea Containers held by its Subsidiary, certain provisions of its Bye-Laws, including those relating to quorum and minimum vote required for shareholders to take certain actions, and the provisions of a shareholder rights agreement entered into by Sea Containers in 1988 (as amended and restated in 1998), may render more difficult or discourage a transaction which would constitute a Change of Control. The Change of Control provision is not intended to be an anti-takeover provision but, rather, a protection for Holders of the new notes. Such a provision is frequently found in debt securities of this type.

        As described in the definition of "Change of Control" set forth below, one of the events which would constitute a Change of Control is a sale, assignment, conveyance, transfer, lease or other disposition of all or "substantially all" of the assets of Sea Containers. There is no established quantitative definition of "substantially all" of the assets of a corporation under applicable law. Accordingly, if Sea Containers were to engage in a transaction in which it disposed of less than all of its assets, a question of interpretation could arise as to whether such disposition was of "substantially all" of its assets and, accordingly, whether Sea Containers would have to make a Change of Control Offer.

        Sea Containers could in the future enter into certain transactions, including certain recapitalizations, which would not constitute a Change of Control triggering a Change of Control Offer but which would increase the amount of Indebtedness outstanding at such time. Furthermore, certain changes in the composition of a majority of the board of directors of Sea Containers may occur or be effected that would not be a Change of Control requiring Sea Containers to make a Change of Control Offer.

        If a Change of Control were to occur, there can be no assurance that Sea Containers would have sufficient funds at that time to pay the purchase price for all new notes that Sea Containers is required to purchase. In addition, the indentures relating to the old debentures, the 9¹/2% Senior Notes, the 10¹/2% Senior Notes, the 10³/4% Senior Notes and the 7⁷/8% Senior Notes, as well as the indenture

61

relating to the 13% Senior Notes due 2006 to be issued in exchange for any or all of the 9¹/2% Senior Notes, and the 10¹/2% Senior Notes, contain the same change of control provision which would require Sea Containers to repurchase all the old debentures and all such notes in the event of a Change of Control. Sea Containers would need to seek third-party financing to the extent it does not have available funds to meet such purchase obligations. However, we cannot assure you at this time that Sea Containers would be able to obtain such financing. In addition, Sea Containers' ability to purchase the new notes may be limited by then-existing borrowing agreements so that a Change of Control (or the financial effect of the required repurchases by Sea Containers) could cause a default under other Indebtedness of Sea Containers and its Subsidiaries. Failure by Sea Containers to purchase the new notes when required by a Change of Control will result in an Event of Default with respect to the new notes.

Merger and Sale of Assets

        The Indenture provides that Sea Containers may not amalgamate or consolidate with or merge with or into any other Person, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any Person or group of affiliated Persons, unless at the time and after giving effect to the transaction

1.

either (a) Sea Containers shall be the continuing company or corporation, or (b) the Person (if other than Sea Containers) formed by such consolidation or amalgamation or into which Sea Containers is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of Sea Containers, substantially as an entirety (the "Surviving Entity") will be a company or corporation duly organized and validly existing under the laws of the Islands of Bermuda or the laws of the United States of America, any state thereof or the District of Columbia and will, in either case, expressly assume by a supplemental indenture, executed and delivered to the Trustee in form satisfactory to it, all the obligations of Sea Containers under the new notes and the Indenture, and the Indenture will remain in full force and effect,



2.

immediately prior to such transaction, and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing,



3.

except as provided above in the first paragraph under the caption "—Covenants," the Consolidated Net Worth of Sea Containers and its Subsidiaries or the Surviving Entity, as the case may be, on a pro forma basis after giving effect to such transaction is not less than the Consolidated Net Worth of Sea Containers and its Subsidiaries immediately prior to such transaction, and



4.

except as provided above in the first paragraph under the caption "—Covenants," immediately after giving effect to such transaction on a pro forma basis, Sea Containers and its Subsidiaries or the Surviving Entity would be able to incur at least $1.00 of additional Indebtedness pursuant to the test described under "—Limitation on Indebtedness" above (excluding Permitted Indebtedness).

        In connection with any amalgamation, consolidation, merger, transfer or lease contemplated by the Indenture, Sea Containers will deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officer's certificate and an opinion of counsel, each stating that such amalgamation, consolidation, merger, transfer or lease and the supplemental indenture in respect thereto comply with the provisions described above, and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

        Upon any amalgamation, consolidation or merger or any transfer of all or substantially all of the assets of Sea Containers and its Subsidiaries in accordance with the foregoing, the successor Person

62

formed by such amalgamation, consolidation or merger, or into which Sea Containers is merged or to which such transfer is made, will succeed to, and be substituted for, and may exercise every right and power of, Sea Containers under the Indenture with the same effect as if such successor Person had been named as Sea Containers in the Indenture.

Events of Default

        An Event of Default will occur under the Indenture if

(a)

Sea Containers defaults in the payment of any interest on any new note when the same becomes due and payable, and such default continues for a period of 30 days, or



(b)

Sea Containers defaults in the payment of the principal of (or premium, if any, on) any new note when the same becomes due and payable at Maturity, or



(c)

Sea Containers defaults in the performance of, or breaches, any covenant, warranty or agreement in the new notes or the Indenture (other than a default or breach that is specifically dealt with in another paragraph of this definition), and such default or breach continues for a period of 30 days after the Trustee has given to Sea Containers, or the Holders of at least 25% in principal amount of the outstanding new notes have given to Sea Containers and the Trustee, a written notice specifying such default or breach and stating that such notice is a "Notice of Default" under the Indenture, or



(d)

Sea Containers and its Subsidiaries default with respect to any issues of their Indebtedness having an outstanding principal amount of $5,000,000 or more individually or in the aggregate, whether such issues of Indebtedness now exist or are hereafter created, such default has caused the payment of such Indebtedness of at least $5,000,000 or aggregating at least $5,000,000 to become or be declared due and payable prior to the date on which it would otherwise become due and payable, and such Indebtedness has not been discharged in full, or such acceleration has not been rescinded or annulled, within 30 days of such acceleration, or



(e)

judgments or orders are rendered against Sea Containers or any Subsidiary which require the payment in money, individually or in an aggregate amount, of more than $5,000,000, and such judgments or orders remain unsatisfied, unstayed or unbonded for 60 days, provided that the judgment or order shall only be considered bonded if as a result of such bond, no action can be taken to enforce the judgment or order, or



(f)

a court of competent jurisdiction enters a decree or order, which remains unstayed and in effect for 60 days,



(A)

granting relief in respect of Sea Containers or any Material Subsidiary in an involuntary case or proceeding under the United States Federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization or similar law, or



(B)

adjudging Sea Containers or any Material Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Sea Containers or any Material Subsidiary under the United States Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or similar law, or



(C)

appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Sea Containers or any Material Subsidiary or of any substantial part of any of its properties, or

63

(D)

ordering the winding-up or liquidation of the affairs of Sea Containers or any Material Subsidiary, and any such decree or order remains unstayed and in effect for a period of 60 consecutive days, or



(g)

Sea Containers or any Material Subsidiary



•

institutes a voluntary case or proceeding under the United States Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or similar law, to be adjudicated a bankrupt or insolvent, or



•

consents to the entry of a decree or order for relief in any involuntary case or proceeding under the United States Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or similar law, or to the institution of bankruptcy or insolvency proceedings against Sea Containers or any Material Subsidiary, or



•

files a petition or answer or consent seeking reorganization or relief under the United States Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or similar law, or consents to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of any of Sea Containers or any Material Subsidiary or of any substantial part of its property, or



•

makes an assignment for the benefit of creditors, or



•

admits in writing its inability to pay its debts generally as they become due or it takes corporate action in furtherance of any such action; or



(h)

Sea Containers or any Material Subsidiary which is not a U.S. corporation makes an application for an administrative order or convenes any meeting of its members or creditors or takes any other steps (under any applicable law relating to bankruptcy, insolvency, liquidation, winding-up, reorganization or similar proceedings) with a view to the liquidation, winding-up, dissolution, receivership, administration, reorganization or amalgamation of Sea Containers or such Material Subsidiary or with a view to proposing any kind of composition, scheme of arrangement or other compromise or arrangement with its creditors generally, other than solvent amalgamations and similar reorganizations otherwise permitted under the Indenture, or



(i)

with respect to Sea Containers or any Material Subsidiary that is not a U.S. corporation,



•

an application for an administrative order in relation to Sea Containers or such Material Subsidiary is presented to a court of competent jurisdiction, or



•

a court of competent jurisdiction appoints an administrative or other receiver or any manager with respect to Sea Containers or such Material Subsidiary or all or any substantial part of their respective property, or



•

a petition is presented to a court of competent jurisdiction for the liquidation, dissolution or winding-up of Sea Containers or such Material Subsidiary,

and such application, appointment or petition is not revoked, discharged or dismissed or the related proceedings not stayed within 60 days, or

(j)

there occurs, in relation to Sea Containers or any Material Subsidiary which is not a U.S. corporation, in any courts of competent jurisdiction of any country or territory in which it carries on business or to the jurisdiction of whose courts it or a substantial portion if its property is subject, any event or proceeding which corresponds in that country or territory

64

with any of those mentioned in clauses (f) to (i) above, subject to the same exceptions provided in said clauses and the passage of analogous time periods, or

(k)

there is a default in the performance or breach of the provisions of "—Merger and Sale of Assets" or "—Purchase of New Notes Upon Change of Control" above.

        If any Event of Default (other than as specified in clauses (f) through (j) above) shall occur and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the new notes then outstanding may declare the new notes due and payable immediately at their principal amount together with accrued interest. Thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of new notes by appropriate judicial proceeding. If an Event of Default specified in any of clauses (f) through (j) above occurs and is continuing, then the principal amount of all new notes, together with all accrued interest, will automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

        After a declaration of acceleration, but before the Trustee has obtained a judgment or decree for payment of the money due, the Holders of a majority in aggregate principal amount of the new notes outstanding, by written notice to Sea Containers and the Trustee, may annul such declaration if

(a)

Sea Containers has paid or deposited with the Trustee a sum sufficient to pay



•

all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,



•

all overdue interest on all new notes,



•

the principal of and any premium on any new notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the new notes, and



•

to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the new notes, and



(b)

all Events of Default, other than the non-payment of principal of the new notes that have become due solely by the declaration of acceleration, have been cured or waived.

        The Holders of not less than a majority in principal amount of the new notes outstanding may on behalf of all Holders waive any past defaults under the Indenture, except a default in the payment of the principal of, or any premium or interest on, such new notes, or a default in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each affected new note outstanding.

        Sea Containers must notify the Trustee within five business days of the occurrence of any event that is, or after notice or passage of time or both would be, an Event of Default.

65

Defeasance of Indenture

        Sea Containers may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding new notes. As a result of such discharge, known as defeasance, Sea Containers would be deemed to have paid and discharged the entire Indebtedness represented by the outstanding new notes, and to have satisfied all its other obligations with respect to the new notes and the Indenture, except for

•

the rights of Holders to receive payments in respect of the principal of, and any premium and interest on, such new notes when such payments are due,



•

Sea Containers' obligations to issue temporary new notes, register the transfer of new notes, replace mutilated, destroyed, lost or stolen new notes and maintain an office or agency for payment and money for security payments held in trust,



•

Sea Containers' obligations in connection with the rights, powers, trusts, duties and immunities of the Trustee, and



•

the defeasance provisions of the Indenture.

        In order to exercise defeasance,

1.

Sea Containers must irrevocably deposit with the Trustee, in trust for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations (as defined in the Indenture) or a combination thereof in such amounts as will be sufficient, in the opinion of a United States nationally recognized firm of independent public accountants, to pay the principal of, and any premium and interest on, the outstanding new notes on the Stated Maturity of such principal or installment of principal, and to pay any premium or interest on the day on which such payments are due and payable under the Indenture,



2.

Sea Containers must deliver to the Trustee an opinion of United States counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred,



3.

Sea Containers must deliver to the Trustee an opinion of Bermuda counsel to the effect that Holders of the outstanding new notes will not recognize income, gain or loss for Bermuda tax purposes as a result of such defeasance, and will be subject to Bermuda taxes on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred,



4.

no Default or Event of Default will have occurred and be continuing on the date of such deposit or insofar as clauses (f) through (j) under the first paragraph under "—Events of Default" are concerned, at any time in the period ending on the 91st day after the date of deposit,



5.

such defeasance will not result in a breach or violation of or constitute a default under the Indenture or any other material agreement or instrument to which Sea Containers is a party or by which it is bound, and



6.

Sea Containers must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the defeasance, have been complied with.

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Defeasance of Certain Covenants and Events of Default

        The Indenture provides that

(A)

Sea Containers may omit to comply with clauses 3 and 4 under "—Merger and Sale of Assets" and all the covenants described herein under "—Purchase of New Notes upon Change of Control" and "—Covenants," and



(B)

clauses (c) (with respect to such covenants), (d), (e) and (k) (with respect to clauses 3 and 4 under "—Merger and Sale of Assets") under "—Events of Default" above will cease to be Events of Default

when

•

Sea Containers has deposited with the Trustee, in trust for the benefit of the Holders, cash and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium and accrued interest on, the new notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the new notes,



•

Sea Containers has satisfied the provisions described in clauses 3 through 6 under "—Defeasance of Indenture" above, and



•

Sea Containers has delivered to the Trustee an opinion of United States counsel to the effect that, among other things, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

        If Sea Containers exercises its option to omit compliance with certain covenants and provisions of the Indenture, as described in the immediately preceding paragraph, and the new notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the new notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the new notes at the time of the acceleration resulting from such Event of Default. However, Sea Containers shall remain liable for such payments.

        In addition, the Indenture provides that after the new notes achieve Investment Grade Ratings from Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, and Moody's Investors Service, Inc., Sea Containers' and its Subsidiaries' obligations to comply with certain of the restrictive covenants will be permanently terminated. See the first paragraph under "—Covenants" above.

67

Satisfaction and Discharge

        The Indenture will cease to be of further effect (except for the provisions relating to registration of transfer or exchange of the new notes, as expressly provided for in the Indenture) as to all outstanding new notes when

•

either



(a)

all the new notes theretofore authenticated and delivered (except lost, stolen or destroyed new notes which have been replaced or paid) have been delivered to the Trustee for cancellation, or



(b)

all the new notes not theretofore delivered to the Trustee for cancellation have become due and payable and Sea Containers has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the new notes not delivered to the Trustee for cancellation, for principal, any premium and interest to the date of deposit,



•

Sea Containers has paid all other sums payable by it under the Indenture, and



•

Sea Containers has delivered to the Trustee an officers' certificate and an opinion of counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modifications and Amendments to Indenture

        Sea Containers and the Trustee may amend the Indenture, or provide for the waiver or modification of the rights of the Holders under the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding new notes; however, no such modification or amendment may, without the consent of the Holder of each outstanding new note affected thereby:

•

change the Stated Maturity of the principal of, or any installment of interest on, any new notes or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of the new notes or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date) or modify the obligation of Sea Containers to purchase the new notes upon a Change of Control, or



•

reduce the percentage in principal amount of outstanding new notes, the consent of whose Holders is required for any such amendment or waiver, or



•

modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or the waiver of certain covenants, except to increase the percentage of outstanding new notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each new note affected thereby.

        The Holders of a majority in aggregate principal amount of the new notes outstanding may waive compliance with restrictive covenants and other provisions in the Indenture other than the Change in Control covenant and the covenant relating to the proceeds of Asset Sales.

68

Governing Law

        The Indenture and the new notes are governed by, and construed in accordance with, the laws of the State of New York.

Trustee

        The Trustee is also the trustee for the old debentures, the 9¹/2% Senior Notes, the 10¹/2% Senior Notes, the 10³/4% Senior Notes and the 7⁷/8% Senior Notes of Sea Containers, and will be the trustee for the 13% Senior Notes to be issued in exchange for any or all of the 9¹/2% Senior Notes and the 10¹/2% Senior Notes.

Book-Entry; Delivery and Form

        The certificates representing the new notes will be issued in fully registered form, without coupons. Except as described in the next paragraph, new notes will be deposited with, or on behalf of, the DTC, and registered in the name of Cede & Co., as DTC's nominee in the form of a global certificate.

        Under the Indenture, any holder of new notes may elect to receive certificates for new notes held by such holder by giving notice to the Trustee, and Sea Containers may elect to issue any or all new notes only in certificated form.

Consent to Jurisdiction; Waiver of Jury Trial

        Sea Containers has irrevocably designated each of Sea Containers America Inc., 1155 Avenue of the Americas, New York, New York 10036 and Corporation Service Company, 80 State Street, Albany, New York 12207-2543, as its authorized agents for service of process in any legal action or proceeding in respect of its obligations under the Indenture and the new notes for actions brought in any federal or state court in New York city, and Sea Containers irrevocably submits to the jurisdiction of the federal and state courts in New York City for such purposes. The Trustee is not the agent for service of process for any such actions. To the extent that Sea Containers may acquire immunity from jurisdiction of any court or from any legal process with respect to itself or its property, Sea Containers irrevocably waives such immunity in respect of its obligations under the Indenture and the new notes to the fullest extent permitted by law.

        In the Indenture, Sea Containers and the Trustee irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the new notes or the transactions contemplated by the Indenture.

Definitions

        "Affiliate" means

1.

any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, Sea Containers,



2.

each executive officer or director of Sea Containers,



3.

any spouse, immediate family member or other relative who has the same principal residence as any Person described in clause 1 or 2 above,



4.

any trust in which any such Persons described in clauses 1 through 3 above have a substantial beneficial interest, and



5.

any corporation or other organization of which any such Persons described in clause 1 through 4 above collectively own more than 50% of the equity of such entity.

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For purposes of this definition, beneficial ownership of 10% or more of voting common equity (on a fully diluted basis) or warrants to purchase such equity (whether or not currently exercisable) of a Person shall be deemed to be control of such Person. OEHL is deemed to be an Affiliate of Sea Containers for purposes of the Indenture.

        "Asset Acquisition" means

•

any capital contribution (by means of transfer of cash or other property to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock by Sea Containers or any Subsidiary of Sea Containers in any other Person, in either case, pursuant to which such Person shall become a Subsidiary or shall be merged with or into Sea Containers or any Subsidiary, or



•

any acquisition by Sea Containers or any Subsidiary of the assets of any Person which constitute substantially all of an operating unit or business of such Person,

provided no such capital contribution or purchase or acquisition of Capital Stock or acquisition of assets will constitute an Asset Acquisition unless financial statements (including an income statement, balance sheet and statement of cash flows) prepared and audited by accountants nationally recognized in the relevant country in accordance with the relevant accounting principles with respect to such Person, operating unit or business, are delivered to the Trustee.

        "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition (including by way of merger, consolidation or sale leaseback) to any Person other than Sea Containers or a Subsidiary of Sea Containers, in one or a series of related transactions, of

(a)

any Capital Stock of any Subsidiary of Sea Containers,



(b)

all or substantially all of the properties and assets of any division or line of business of Sea Containers or any Subsidiary of Sea Containers, or



(c)

any other properties or assets of Sea Containers or any Subsidiary of Sea Containers other than in the ordinary course of business.

        "Average Life to Stated Maturity" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing

•

the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness (including scheduled redemption and similar payments with respect to Redeemable Capital Stock) multiplied by (b) the amount of each such principal (or redemption or similar) payment by



•

the sum of all such principal (or redemption or similar) payments.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City or London are authorized or obligated by law, regulation or executive order to close.

        "Capital Lease Obligation" of any Person means any obligation (including obligations for the payment of rent, hire or other remuneration) of such Person and its Subsidiaries on a consolidated basis under any leases, charter parties or other arrangements conveying the right to use any property (whether real, personal or mixed) which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

        "Capital Stock" of any Person means any and all shares, interests, participations, or other equivalents (however designated) of such Person's capital stock whether now outstanding or issued after the date of the Indenture.

70

        "Cash Equivalents" means

(a)

securities issued or directly and fully guaranteed or insured by the United States, the United Kingdom or other governments whose securities are readily marketable in London or New York City, or any agency or instrumentality thereof, provided that the full faith and credit of such government is pledged in support of such securities, and such securities have maturities of not more than one year from the date of acquisition and have the highest rating from either of Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, or Moody's Investors Service, Inc.,



(b)

time deposits, certificates of deposit and bankers' acceptances issued in London or in New York City by any commercial bank or any subsidiary or branch thereof, which bank is of recognized standing and has, on a consolidated basis, capital, surplus and undivided profits in excess of $300,000,000 or a Moody's Bank Credit Service rating for short-term bank deposits of at least P-2, with maturities of not more than one year from the date of acquisition by such Person,



(c)

repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above,



(d)

commercial paper issued by any Person and having one of the top two investment ratings from either of Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, or Moody's Investors Service, Inc. and in each case maturing not more than 270 days after the date of acquisition by such Person, and



(e)

investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above.

        "Cash Flow Coverage Ratio" for any Reference Period means the ratio of (a) the Consolidated Cash Flow of Sea Containers and its Subsidiaries for such Reference Period to (b) the Consolidated Fixed Charges of Sea Containers and its Subsidiaries for such Reference Period, provided that

(x)

for purposes of calculating the Consolidated Fixed Charges of Sea Containers and its Subsidiaries, Consolidated Interest Expense will be the actual Consolidated Interest Expense of Sea Containers and its Subsidiaries during such Reference Period, adjusted by



(A)

increasing such actual Consolidated Interest Expense by the amount attributable to new Indebtedness Incurred at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Indebtedness had been Incurred on the first day of such Reference Period and had been outstanding during all such Reference Period, and



(B)

decreasing such actual Consolidated Interest Expense by the amount attributable to any Indebtedness repaid at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Indebtedness had been repaid on the first day of such Reference Period and had been repaid during all such Reference Period,



(y)

for purposes of calculating the Consolidated Fixed Charges of Sea Containers and its Subsidiaries, the aggregate amount of cash dividends and other distributions paid or accrued on Included Stock shall be the amount actually paid and accrued during such Reference Period, adjusted by

71

(A)

increasing such actual amount by the amount attributable to new Included Stock issued at any time from the beginning of such Reference Period to the Transaction Date, on a pro forma basis as if such Included Stock had been issued on the first day of such Reference Period and had been outstanding during all such Reference Period, and



(B)

decreasing such actual amount by the amount attributable to any Included Stock repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Included Stock had been repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) on the first day of such Reference Period and had been repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) during all such Reference Period, and



(z)

Consolidated Cash Flow and Consolidated Fixed Charges will give effect on a pro forma basis for such period to any Asset Sales or Asset Acquisitions occurring during the period commencing on the first day of such period to and including the Transaction Date, as if such Asset Sale or Asset Acquisition had occurred on the first day of such period.

        A "Change of Control" means the occurrence of any of the following events:

(a)

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 33¹/3% of the aggregate voting power of all classes of Voting Stock of Sea Containers, or



(b)

Sea Containers amalgamates or consolidates with, or merges with or into, another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person amalgamates or consolidates with, or merges with or into, Sea Containers, in any such event pursuant to a transaction in which the outstanding Voting Stock of all classes of Sea Containers is converted into or exchanged for cash, securities or other property, other than any such transaction where



•

the outstanding Voting Stock of each class of Sea Containers is converted into or exchanged for (1) Voting Stock (other than Redeemable Capital Stock) of the surviving or transferee company or corporation or (2) cash, securities and other property in an amount which could be paid by Sea Containers as a Restricted Payment under the Indenture, and



•

the holders of each class of the Voting Stock of Sea Containers immediately prior to such transaction own, directly or indirectly, not less than a majority of each class of the Voting Stock of the surviving or transferee company or corporation immediately after such transaction, or



(c)

at any time, individuals who constituted the board of directors of Sea Containers on the date of the Indenture (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of Sea Containers was approved by a vote of 66²/3% of the directors then still in office who were either directors on the date of the Indenture, or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of Sea Containers then in office, or

72

(d)

any order, judgment or decree is entered against Sea Containers decreeing the dissolution or liquidation of Sea Containers and is not discharged for a period in excess of 60 days after the date on which any period for appeal has expired and during which a stay of enforcement of such judgment, order or decree has not been in effect.

        "Consolidated Cash Flow" with respect to any period means Consolidated Net Income plus, to the extent the following were deducted in determining Consolidated Net Income,

•

Consolidated Interest Expense,



•

federal, state, local and foreign income taxes, and



•

depreciation, amortization and other non-cash charges for such period (taken as one accounting period).

        "Consolidated Fixed Charges" with respect to any period means the aggregate amount of Consolidated Interest Expense, any capitalized interest, and the aggregate amount of cash dividends and other distributions paid or accrued on Included Stock, in each case during such period.

        "Consolidated Interest Expense" means, with respect to any period, without duplication, the sum of

•

the interest expense of a Person and its Subsidiaries for such period as determined in accordance with GAAP, including



(a)

any amortization of debt discount,



(b)

the net cost under Interest Rate Agreements (including any amortization of discounts),



(c)

the interest portion of any deferred payment obligation,



(d)

all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, and



(e)

all accrued interest, and



•

the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period, as determined in accordance with GAAP.

        In calculating Consolidated Interest Expense,

1.

interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date,



2.

if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the period, and



3.

notwithstanding clauses 1 and 2 above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Rate Agreements, will be deemed to have accrued at the rate per annum resulting after giving effect to the operation of such agreements.

        If a Person or any of its Subsidiaries directly or indirectly guarantees Indebtedness of another Person, the above will give effect to the Incurrence of such guaranteed Indebtedness as if such Person or such Subsidiary had directly Incurred or otherwise assumed such guaranteed Indebtedness, but no

73

effect shall be given to any such guarantee of Indebtedness Incurred prior to the date of the Indenture, except that any interest actually paid by Sea Containers or any Subsidiary pursuant to any such guarantee during the period in question shall be included in computing the Consolidated Interest Expense of Sea Containers and its Subsidiaries for such period.

        "Consolidated Net Income" with respect to any period means the consolidated net income (loss), before dividends on preferred shares, for such period of Sea Containers or any of its Subsidiaries (after deducting net income attributable to minority interests in Subsidiaries of Sea Containers) but without giving effect to any extraordinary gain or loss or gains or losses from sales of assets (other than from sales of assets determined by the board of directors of Sea Containers to be in the ordinary course of business), and excluding

1.

for purposes of the "Limitation on Indebtedness" covenant, but not for purposes of the "Limitation on Restricted Payments" covenant, the net income of any Person (other than a Subsidiary) in which Sea Containers or any of its consolidated Subsidiaries has an interest with a third party except to the extent of the amount of dividends or distributions actually paid to Sea Containers or a Subsidiary during such period,



2.

for purposes of the "Limitation on Restricted Payments" covenant but not for the "Limitation on Indebtedness" covenant, except to the extent of the amount of dividends or distributions actually paid to Sea Containers or one of its Subsidiaries by such Person, the net income of any Person during such period accrued prior to the date it becomes a Subsidiary of Sea Containers or is merged into or consolidated with Sea Containers or any of its Subsidiaries or that Person's assets are acquired by Sea Containers or any of its Subsidiaries, and



3.

the amount of net income (if positive) of any Subsidiary which, as a result of the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Subsidiary, could not be distributed by such Subsidiary to Sea Containers through the paying, making or repaying of dividends or similar distributions, inter-company loans or advances or management and similar fees.

        "Consolidated Net Income Available for Restricted Payments" with respect to any period means the Consolidated Net Income for such period less dividends and other distributions made during such period on (x) preferred shares (including preferred shares constituting Redeemable Capital Stock) existing on July 1, 1996 (the date of the indenture providing for the 10¹/2% Senior Notes), and preferred shares issued to refinance such preferred shares as permitted by the "Limitation on Restricted Payments" covenant to the extent the dividend rate on such refinancing preferred shares does not exceed the rate on the refinanced shares on July 1, 1996, and (y) Redeemable Capital Stock issued after July 1, 1996.

        "Consolidated Net Worth" means at any time the sum of the liquidation value of preferred stock (other than Redeemable Capital Stock) and common shareholders' equity (adjusted for foreign currency gains or losses subsequent to the December 31 Balance Sheet to the extent the net amount of such adjustments aggregates in excess of $25,000,000, as calculated in accordance with Statement of Financial Accounting Standards No. 52 of the Financial Accounting Standards Board), each as presented on the consolidated balance sheet of Sea Containers and its Subsidiaries.

        "Consolidated Revenue" means for any period the total revenues of Sea Containers and its Subsidiaries determined in accordance with GAAP.

        "Consolidated Tangible Net Worth" means at any time the Consolidated Net Worth of Sea Containers and its Subsidiaries less the sum of (1) the net book amount of all assets, after deducting any reserves applicable thereto, which would be treated as intangibles under GAAP and (2) any write-up in the book value of any asset on the books of Sea Containers or any Subsidiary resulting from a revaluation thereof subsequent to the date of the Indenture (other than the write-up of book

74

value of an asset made in accordance with GAAP), all as presented on the consolidated financial statements of Sea Containers and its Subsidiaries.

        "Container Business" means all aspects of the business of

(a)

acquiring by purchase, lease or otherwise, manufacturing, improving, using, maintaining, repairing, leasing, selling and otherwise disposing of marine and intermodal cargo containers and flat racks of all kinds, chassis for the transportation of containers and flat racks by road or railway and cranes for the handling of such containers and flat racks,



(b)

designing, holding, acquiring by purchase, charter or otherwise, vessels for the transportation of such containers, flat racks and chassis by sea or on inland waterways and improving, outfitting, using, maintaining, repairing, chartering to third Persons and selling or otherwise disposing of such vessels,



(c)

acquiring, either alone or jointly with one or more Affiliates, by purchase, lease or otherwise, real property or interests therein, principally for use by Sea Containers or any Subsidiary engaged in the Container Business as office space, terminals or facilities for the manufacturing or repairing of containers and related equipment and constructing buildings and other improvements thereon and, to the extent incidental to such principal use, the selling, leasing to third Persons or otherwise disposing of remaining unused real property and/or unused improvements thereon,



(d)

providing insurance against casualty risks of all kinds and against personal liabilities for injury to third persons or their property, occurring or arising in the conduct of the business described in the preceding clauses (a) through (c),



(e)

providing or arranging financing for the aforesaid activities, and



(f)

activities incidental to or integrated with those mentioned above.

        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangements designed to protect Sea Containers or any Subsidiary against fluctuations in currency values.

        "December 31 Balance Sheet" means the consolidated balance sheet of Sea Containers and its Subsidiaries as at December 31, 1995 as included in Sea Containers' Annual Report on Form 10-K for the year ended December 31, 1995.

        "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. See "Events of Default" above.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer.

        "Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in the United States consistently applied, as in effect as of the date of the Indenture, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

        "Global Note" means the global note issued in accordance with the Indenture.

75

        "Group Loan Agreements" means (i) the Loan Agreement, dated as of July 24, 1998, among Sea Containers and certain of its Subsidiaries, as borrowers, and the Banks named therein, (ii) the Amended and Restated Indenture dated as of July 16, 2001, between The Bank of New York, as trustee, and Sea Containers SPC Ltd., and (iii) the Amended and Restated Loan Agreement dated as of July 16, 2001, between Sea Containers and First Union National Bank, and includes any amendments, renewals, extensions or refundings of such agreements.

        "Guaranty" or "Guarantee" means, as applied to any obligation, (1) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation, and (2) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any part or all of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit.

        "Holder" means the registered holder of any new note.

        "Included Stock" means (i) preferred shares (including Redeemable Capital Stock) of Sea Containers or any of its Subsidiaries outstanding on the date of the Indenture, and (ii) Redeemable Capital Stock of Sea Containers or any of its Subsidiaries issued after the date of the Indenture.

        "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume or directly or indirectly Guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that neither the accrual of interest (whether such interest is payable in cash or kind) nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness.

        "Indebtedness" of any Person means, at any date, without duplication,

1.

all obligations of such Person for borrowed money,



2.

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments,



3.

all obligations of such Person in respect of letters of credit or bankers' acceptances or other similar instruments (or reimbursement obligations with respect thereto),



4.

all obligations of such Person as lessee under Capital Lease Obligations,



5.

all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person,



6.

all Indebtedness of others Guaranteed by such Person,



7.

all Redeemable Capital Stock valued at the mandatory liquidation preference or redemption price plus accrued and unpaid dividends,



8.

to the extent not otherwise included, obligations under Currency Agreements and Interest Rate Agreements, and



9.

all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except trade payables accrued in the ordinary course of business.

76

        "Interest" means the sum of all interest plus any Additional Amounts payable as supplemental interest pursuant to the Indenture.

        "Interest Payment Date" means the Stated Maturity of an installment of Interest on the new notes.

        "Interest Rate Agreements" means the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount or pursuant to any interest rate protection agreement, interest rate future, interest rate option or other interest rate hedge arrangement.

        "Investment" means, directly or indirectly, any advance, loan or other extension of credit (other than a Guaranty) or capital contribution to (by means of any transfer of cash or other property to others or payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by, any other Person.

        "Investment Grade Ratings" means ratings assigned to the new notes by Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies (or successor thereto), and Moody's Investors Service, Inc. (or successor thereto), which are equal to or higher than BBB- and Baa3, or the equivalents thereof.

        "Lien" means any mortgage, charge, pledge, lien, privilege, security interest or encumbrance of any kind, including any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest.

        "Maritime Shipping and Rail Transport Businesses" means

(a)

the Container Business,



(b)

all aspects of the maritime shipping and ferry business in lawful trades other than the Container Business, including the acquisition of the title to or the right to possess and use ships of kinds other than those designed primarily for use in the Container Business, the outfitting, furnishing, supplying, management, manning, use, operation, chartering, sale and other disposition of such ships and the acquisition, ownership, management and operation of ports and harbor facilities servicing any such ships,



(c)

the insurance business (subject to applicable statutory and regulatory limitations) related to the activities described in clause (b) above,



(d)

all aspects of the passenger and freight rail transport businesses, including the ownership, management, use, operation, leasing and sale of railroads, railroad franchises and equipment, and related interests in real property, and



(e)

business and activities incidental to or integrated with the foregoing.

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        "Material Subsidiary" means, at any particular time, any Subsidiary of Sea Containers that, together with the Subsidiaries of such Subsidiary, (a) accounted for more than 10% of the Consolidated Revenues of Sea Containers and its Subsidiaries for the most recently completed fiscal year, or (b) was the owner of more than 10% of the consolidated assets of Sea Containers and its Subsidiaries as at the end of such fiscal year, all as shown in the consolidated financial statements of Sea Containers and its Subsidiaries for such fiscal year.

        "Maturity," when used with respect to the new notes, means the date on which the principal of the new notes becomes due and payable as therein provided or as provided in the Indenture, whether at Stated Maturity or on a Change of Control Purchase Date, and whether by redemption, declaration of acceleration, Change of Control or otherwise.

        "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to Sea Containers or any Subsidiary of Sea Containers) net of

•

brokerage commissions and other fees and expenses (including fees and expenses of legal counsel and investment bankers) related to such Asset Sale,



•

provisions for all taxes payable as a result of such Asset Sale,



•

amounts required to be paid to any Person (other than Sea Containers or any of its Subsidiaries) owning a beneficial interest in the assets subject to the Asset Sale, and



•

appropriate amounts to be provided by Sea Containers or any Subsidiary of Sea Containers, as the case may be, as a reserve required in accordance with Generally Accepted Accounting Principles consistently applied against any liabilities associated with such Asset Sale and retained by Sea Containers or any Subsidiary of Sea Containers, as the case may be, after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

        "9¹/2% Senior Notes" means the $95,223,000 in current aggregate principal amount of 9¹/2% Senior Notes Due 2003 of Sea Containers.

        "OEHL" means Orient-Express Hotels Ltd., a Bermuda company 47% owned by Sea Containers.

        "Permitted Holder" means any wholly-owned Subsidiary of Sea Containers, James B. Sherwood or any group (as such term is used in Section 13(d) of the Exchange Act) of which James B. Sherwood is a member, and any other Person who or which is an heir or legatee of James B. Sherwood and receives any Voting Stock of Sea Containers from the estate of James B. Sherwood or the estate of any of the foregoing.

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        "Permitted Indebtedness" means any of the following Indebtedness of Sea Containers or any Subsidiary, as the case may be:

1.

Indebtedness of Sea Containers or a Subsidiary outstanding on the date of the Indenture, including but not limited to Indebtedness under the Group Loan Agreements in amounts equal to or less than the amounts outstanding on the date of the Indenture;



2.

Indebtedness and obligations of Sea Containers under the new notes and the obligations relating to the new notes under the Indenture;



3.

Indebtedness of a Subsidiary of Sea Containers to Sea Containers or another Subsidiary, or of Sea Containers to any Subsidiary;



4.

Senior Indebtedness the proceeds of which are used to acquire or refinance assets used in the Maritime Shipping and Rail Transport Businesses of Sea Containers and its Subsidiaries, provided that the aggregate amount of Indebtedness the proceeds of which were used to acquire or refinance assets used in the Maritime Shipping and Rail Transport Businesses (whether Incurred pursuant to this provision or any other provision of the Indenture) may not exceed 90% of the book value (after giving effect to related deductions for accumulated depreciation) of all assets used in the Maritime Shipping and Rail Transport Businesses; and also provided that the aggregate amount of Permitted Indebtedness Incurred under this clause 4 from July 1, 1996 shall not exceed $300,000,000, of which no more than $150,000,000 may be Incurred in any fiscal year of Sea Containers;



5.

Indebtedness represented by documentary, insurance or trade letters of credit issued in the ordinary course of business, and standby letters of credit, the total aggregate amount of such letters of credit not exceeding an aggregate amount of $50,000,000 at any one time outstanding;



6.

Indebtedness for working capital purposes of Sea Containers or a Subsidiary not to exceed $75,000,000 in principal amount at any one time outstanding;



7.

Indebtedness of Sea Containers or a Subsidiary arising as a result of Guaranties by Sea Containers or a Subsidiary of Indebtedness of Persons (other than Subsidiaries), which Guaranties are Incurred after the date of the Indenture, and shall not exceed $25,000,000 at any one time outstanding;



8.

Indebtedness of Sea Containers or a Subsidiary under Currency Agreements and Interest Rate Agreements, provided that such agreements do not increase the Indebtedness of Sea Containers or a Subsidiary outstanding other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; and



9.

Indebtedness (including Redeemable Capital Stock) used to replace, renew, refinance or refund Indebtedness outstanding on the date of the Indenture, Permitted Indebtedness Incurred pursuant to clause 4 above or other Indebtedness Incurred in accordance with the "Limitation on Indebtedness" covenant (excluding Permitted Indebtedness), in a principal amount (or, if such Indebtedness does not require cash payments prior to maturity, with an original issue price of such Indebtedness) not to exceed the lesser of



(a)

the principal amount (or mandatory liquidation preference, in the case of Redeemable Capital Stock) of the Indebtedness so replaced, renewed, refinanced, or refunded (or, if the Indebtedness being replaced, renewed, refinanced or refunded was issued with an original issue discount, the original issue price plus the amortized portion of the original

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issue discount to the date that such replacing, renewing, refinancing or refunding Indebtedness was Incurred), and

(b)

the principal amount (or mandatory liquidation preference, in the case of Redeemable Capital Stock) or original issue price plus amortized original issue discount, as the case may be, of such Indebtedness as of the date of the Indenture, plus any prepayment penalties and premiums, accrued and unpaid interest on the Indebtedness so replaced, renewed, refinanced or refunded, plus customary fees, expenses and costs related to the Incurrence of such replacing, renewing, refinancing or refunding Indebtedness;

provided that if the Indebtedness being replaced, renewed, refinanced or refunded is Indebtedness of Sea Containers, such replacing, renewing, refinancing or refunding will be Indebtedness of Sea Containers; and also provided that immediately after giving effect to such replacing, renewing, refinancing or refunding, no Default or Event of Default under the new notes will have occurred and be continuing; and also provided that Indebtedness used to replace, renew, refinance or refund Indebtedness of Sea Containers, that is equal or subordinated in right of payment to the new notes will only be permitted if (x) such new Indebtedness is expressly equal or subordinated in right of payment to the new notes at least to the same extent that the Indebtedness to be replaced, renewed, refinanced or refunded is equal or subordinated to the new notes, and (y) the Average Life to Stated Maturity and Stated Maturity of such Indebtedness exceed the Average Life to Stated Maturity and Stated Maturity, respectively, of the new notes.

        For the purpose of determining the amount of outstanding Indebtedness under any of the foregoing clauses, include (A) the principal amount then outstanding that was originally Incurred pursuant to such clause, (B) any outstanding Indebtedness Incurred pursuant to clause 9 to replace, renew, refinance or refund Indebtedness originally Incurred pursuant to such clause, and (C) any subsequent replacements, renewals, refinancings or refundings thereof.

        "Permitted Investment" means an Investment that consists of any one or more of the following:

1.

an Investment in a Subsidiary;



2.

Investments in United States Treasury securities or other government securities having the highest rating from either of Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, or Moody's Investors Service, Inc. pledged to secure collateralized senior notes so long as the entire purchase price for such securities consists of proceeds from the issuance of such senior notes;



3.

Cash Equivalents;



4.

(I) Investments in Persons whose principal business is one or more aspects of the Maritime Shipping and Rail Transport Businesses and (II) Investments in other Persons engaged in a business in which Sea Containers and its Subsidiaries permitted to be engaged under the "Conduct of Business" covenant described above and with whom Sea Containers or one of its Subsidiaries, substantially contemporaneously with such Investment, enters into a management contract to manage the business of such other Person or a contract pursuant to which Sea Containers or one of its Subsidiaries leases or charters, or has the right of first refusal to lease or charter, assets or property of Sea Containers or any of its Subsidiaries to such other Person, so long as the board of directors of Sea Containers determines that such Investment is necessary to obtain the management contract, lease, charter or right of first refusal; provided that

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(x)

after giving effect to such Investment, Sea Containers could Incur $1.00 of additional Indebtedness under the "Limitation on Indebtedness" covenant described above (which is not Permitted Indebtedness), and



(y)

such Investment would not cause the maximum aggregate amount invested under this clause 4 at such time to exceed 20% of the Consolidated Tangible Net Worth of Sea Containers and its Subsidiaries.

In calculating the amount invested under this clause 4, such amount shall be reduced by an amount equal to the net reduction in Investments in any third Person not a Subsidiary of Sea Containers resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to Sea Containers or any Subsidiary from any such third Person, and by any amount received by Sea Containers or any Subsidiary from any such third Person pursuant to any management contract, lease or charter; provided that such payments (a) were not otherwise included in the Consolidated Net Income of Sea Containers and its Subsidiaries and (b) do not exceed, in the case of such third Person, the amount of Investments previously made by Sea Containers or any Subsidiary in such third Person;

5.

negotiable instruments held for collection; outstanding travel, moving and other like advances to officers, employees and consultants; or lease, utility and other similar deposits, in each case in the ordinary course of business of Sea Containers or a Subsidiary;



6.

Investments in the new notes; and



7.

Investments in equity securities which have been accepted for trading by a registered securities exchange or automated quotation system of the United States acquired by Sea Containers or a Subsidiary of Sea Containers as consideration for the sale of assets by Sea Containers or such Subsidiary; provided such securities shall only be a Permitted Investment until the 180th day following the acquisition thereof.

        "Person" means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "Redeemable Capital Stock" means any Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable, or otherwise,

1.

is required, or upon the happening of an event or passage of time would be required, to be redeemed prior to the final Stated Maturity of the new notes,



2.

is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity, or



3.

is convertible into or exchangeable for Capital Stock referred to in clause 1 or 2 above or Indebtedness having a scheduled maturity prior to the final Stated Maturity of the new notes,

provided that Capital Stock which otherwise would not be Redeemable Capital Stock will not be Redeemable Capital Stock because it provides for the redemption or acquisition of such Capital Stock in the event of a change of control of Sea Containers, so long as the definition of change of control in such instrument does not include a change of control which would not constitute a Change of Control.

        "Reference Period" means the most recent four full consecutive fiscal quarters for which financial information in respect thereof is available immediately prior to the Transaction Date, taken as one accounting period.

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        "Senior Indebtedness" means

1.

the principal of, any premium and accrued and unpaid interest on (including all interest accruing after the commencement of an insolvency proceeding, or which, but for such commencement, would have accrued, whether or not such interest is an allowable claim enforceable against the debtor under the United States Federal Bankruptcy Code or any other similar law), and any regularly accruing fees and reasonable expenses and all other amounts payable under or in respect of, all Indebtedness of Sea Containers (other than the old debentures), including letters of credit (and reimbursement agreements with respect thereto), unless such Indebtedness, by its terms or by the terms of any agreement pursuant to which such Indebtedness is issued, is subordinated in right of payment to the new notes, and



2.

modifications, renewals, extensions and refundings (including permitted increases and refinancing of the existing Indebtedness of Sea Containers) of any of the foregoing obligations unless the foregoing obligations or such modifications, renewals, extensions and refundings thereof provide by their terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, that such Indebtedness shall be subordinated in right of payment to the new notes.

However, "Senior Indebtedness" does not include

•

Indebtedness evidenced by the old debentures,



•

Indebtedness that is subordinated or junior in right of payment to any Indebtedness of Sea Containers,



•

any liability for federal, state, provincial, local or other taxes owed or owing by Sea Containers,



•

Indebtedness of Sea Containers to a Subsidiary or any Affiliate of Sea Containers or any of such Affiliate's subsidiaries,



•

amounts owing under leases (other than Capital Lease Obligations and other than leases which but for the existence of a fair market value purchase option would be a Capital Lease Obligation),



•

any Indebtedness of Sea Containers that, when Incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code, was without recourse to Sea Containers,



•

any Indebtedness to any employee of Sea Containers or any of its Subsidiaries,



•

any repurchase, redemption or other obligation in respect of Redeemable Capital Stock, and



•

any trade payables.

        "7⁷/8% Senior Notes" means $149,750,000 in current aggregate principal amount of 7⁷/8% Senior Notes Due 2008 of Sea Containers.

        "Stated Maturity," when used with respect to any Indebtedness or any installment of principal or interest thereon (or scheduled or required redemption or dividend payment), means the dates specified in such Indebtedness as the fixed date on which the principal (or scheduled or required redemption or dividend payment) of such Indebtedness or such installment of principal or interest (or scheduled or required redemption or dividend payment) is due and payable.

        "Subordinated Debenture Indenture" means the Indenture, dated as of November 1, 1992, between Sea Containers and The Bank of New York, as successor to United States Trust Company of

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New York, as Trustee, as the same has been and may be supplemented and amended from time to time, providing for the old debentures.

        "Subordinated Indebtedness" means any Indebtedness of Sea Containers or a Subsidiary that is expressly subordinated in right of payment to any other Indebtedness of Sea Containers or a Subsidiary.

        "Subsidiary" means (i) any Person a majority of the equity ownership or the Voting Stock of which is at the time owned, directly or indirectly, by Sea Containers or by one or more other Subsidiaries, or by Sea Containers and one or more other Subsidiaries or (ii) GE SeaCo SRL, a joint venture between Sea Containers and General Electric Capital Corporation relating to their respective container fleets (or any successor in interest thereto) for so long as Sea Containers owns, directly or indirectly, at least 50% of the voting equity thereof. Since November 14, 2002, Sea Containers has owned about 47% of the common shares of OEHL, and thus on that date OEHL ceased to be a Subsidiary of Sea Containers for the purposes of the Indenture.

        "10¹/2% Senior Notes" means the $63,575,000 in current aggregate principal amount of 10¹/2% Senior Notes Due 2003 of Sea Containers.

        "10³/4% Senior Notes" means the $115,000,000 in current aggregate principal amount of 10³/4% Senior Notes Due 2006 of Sea Containers.

        "Transaction Date" with respect to any calculation or determination required to be made under the Indenture means the date of the event requiring such calculation or determination.

        "Voting Stock" means shares of the class or classes, the holders of which have the general voting power under ordinary circumstances to elect directors, managers or trustees of a company or corporation (whether or not at the time shares of any other class or classes have or might have voting power by reason of the happening of any contingency). Sea Containers currently has two classes of Voting Stock, denominated Class A Common Shares and Class B Common Shares.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following is a general discussion of the material United States federal income tax consequences of this exchange offer that generally will apply to a U.S. Holder (as defined below) of the old debentures. To the extent it describes conclusions as to U.S. federal income tax law and subject to the limitations and qualifications described herein, this discussion represents the opinion of Carter Ledyard & Milburn LLP, United States counsel to Sea Containers. This discussion is based on the United States Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect on the date hereof and all of which are subject to change either prospectively or retroactively. This discussion does not address all aspects of United States federal income taxation which may be important to you in light of your individual investment circumstances or to certain types of holders subject to special tax rules (e.g., financial institutions, broker-dealers, insurance companies, tax-exempt organizations, persons liable for alternative minimum tax, U.S. persons whose "functional currency" is not the U.S. dollar, partnerships or other pass-through entities for U.S. federal income tax purposes and persons holding old debentures or new notes, as the case may be, as part of a hedging, integrated, conversion or constructive sale transaction or a straddle), nor does it address specific state, local or foreign tax consequences. This discussion assumes that you have held your old debentures as "capital assets" (generally property held for investment) as that term is defined in section 1221 of the Code.

You are urged to consult your tax advisor regarding the United States federal, state, local, and foreign income and other tax consequences of this exchange offer that may specifically apply to you.

        For purposes of this discussion, a U.S. Holder is a beneficial owner of the old debentures that, for United States federal income tax purposes, is:

•

an individual who is a citizen or a resident of the United States;



•

a corporation created or organized in or under the laws of the United States or any political subdivision thereof;



•

an estate whose income is subject to United States federal income tax regardless of its source; or



•

a trust if: (1) such trust validly elects to be treated as a U.S. person, or (2) (a) a court within the United States is able to exercise primary supervision over administration of the trust, and (b) one or more U.S. persons have the authority to control all substantial decisions of the trust.

Consequences to Tendering U.S. Holders

Uncertainty Regarding Tax Treatment

        The tax consequences to U.S. Holders with respect to the exchange of old debentures for new notes pursuant to the exchange offer will depend on whether the exchange is treated as a recapitalization, within the meaning of section 368(a)(1)(E) of the Code, or as a taxable exchange, for U.S. federal income tax purposes. Under current law it is uncertain how the exchange would be treated for these purposes. An exchange of old debentures for new notes will be treated as a recapitalization only if both the old debentures and the new notes are treated as "securities" for purposes of the reorganization provisions of the Code. The term "securities" is not defined in the Code or in the regulations promulgated thereunder. Under applicable administrative pronouncements and judicial decisions, as a general proposition, the original term of a debt instrument is the most important factor in determining whether the debt instrument is a security: debt instruments with an original term of at least ten years usually being considered securities and debt instruments with a term of five years or less usually not being considered securities. The status of debt instruments with an original term of between five and ten years, such as the new notes, is not clear. However, the term of a debt instrument is not necessarily determinative, and other factors such as the degree of participation and continuing interest

84

associated with the debt instrument may be relevant. Accordingly, there can be no assurance that the Internal Revenue Service (IRS) or a court will agree that the new notes are properly treated as securities. If the new notes that a U.S. Holder receives are not treated as securities then the exchange will be treated as a taxable transaction, rather than as a recapitalization. You are encouraged to consult your own tax advisor as to whether an exchange of old debentures for new notes will be treated as a recapitalization.

Tax Treatment of U.S. Holders that Realize a Gain on the Exchange

        This section describes the tax treatment of the exchange in the case of U.S. Holders that realize a gain on the exchange. For these purposes, a U.S. Holder will realize a gain on the exchange if, and to the extent that, the amount realized by the U.S. Holder on the exchange exceeds the U.S. Holder's adjusted tax basis in the old debentures immediately prior to the date of the exchange. The amount realized by a U.S. Holder on the exchange of its old debentures for new notes will be the sum of the cash exchange fee and the issue price of the new notes received by the U.S. Holder. Because the new notes will be publicly traded within the meaning of Treasury Regulations section 1.1273-2(f), the issue price of the new notes will be their fair market value on the date of their issue.

        If the exchange is treated as a recapitalization, then the gain realized on the exchange by an exchanging U.S. Holder will not be recognized for U.S. federal income tax purposes, except to the extent of any "boot" that is received in the exchange. For these purposes, the cash exchange fee will constitute "boot."

        If the exchange is not treated as a recapitalization, it will be treated as a taxable exchange and the entire amount of the gain realized by an exchanging U.S. Holder will be recognized for U.S. federal income tax purposes.

        Any gain recognized by a U.S. Holder will be treated as a capital gain, and will be treated as a long-term capital gain if the old debentures have been held for more than one year, subject to the market discount rules discussed in the following paragraph.

        A note has "market discount" if its stated redemption price at maturity exceeded its tax basis in the U.S. Holder's hands immediately after the U.S. Holder's acquisition of it, unless a statutorily defined de minimis exception applies. Gain recognized by a U.S. Holder with respect to old debentures with market discount generally will be subject to tax as ordinary income to the extent of the market discount accrued during the U.S. Holder's period of ownership and that has not previously been included in gross income by the U.S. Holder. This rule will not apply if the U.S. Holder had previously elected to include market discount in gross income as it accrued for United States federal income tax purposes.

Tax Treatment of U.S. Holders that Realize a Loss on the Exchange

        This section describes the tax treatment of the exchange in the case of U.S. Holders that realize a loss on the exchange. For these purposes, a U.S Holder will realize a loss on the exchange if, and to the extent that, the amount realized by the U.S. Holder on the exchange (as determined in the manner discussed in the immediately preceding section) is less than the U.S. Holder's adjusted tax basis in the old debentures immediately prior to the date of the exchange.

        If the exchange is treated as a recapitalization, then the loss realized by an exchanging U.S. Holder will not be recognized for U.S. federal income tax purposes.

        If the exchange is not treated as a recapitalization, it will be treated as a taxable exchange and any loss realized by an exchanging U.S. Holder will be recognized for U.S. federal income tax purposes. Any loss recognized by a U.S. Holder will be treated as a capital loss, and will be treated as a long-term capital loss if the old debentures have been held for more than one year, subject to the

85

market discount rules discussed above. The deductibility of any recognized capital loss would be subject to certain limitations under applicable Code provisions.

Tax Treatment of Interest Payments

        Whether the exchange is treated as a recapitalization or as a taxable exchange, any accrued but previously unpaid interest that is paid, in cash, on the old debentures in the exchange will be reportable as ordinary interest income by a U.S. Holder in accordance with its method of accounting.

Tax Basis, Holding Period and Carryover of Market Discount

        If the exchange is treated as a recapitalization, then an exchanging U.S. Holder's initial tax basis for the new notes received in the exchange will be equal to the U.S. Holder's adjusted tax basis for the old debentures surrendered in the exchange, decreased by any boot received in the exchange and increased by the amount of gain, if any, recognized as the result of the receipt of such boot. The holding period of the new notes will include the holding period of the old debentures surrendered in the exchange. Any unrecognized accrued market discount and any unaccrued market discount on the old debentures will carry over to the new notes and will be subject to recognition upon the disposition of the new notes unless the U.S. Holder included the accrued market discount in gross income pursuant to an election to do so made in accordance with the applicable provisions of the Code.

        If the exchange is treated as a taxable exchange, then the initial tax basis of the new notes received by the U.S. Holder will be equal to their issue price. The holding period of the new notes will commence on the day following the date of the exchange and it will not include the holding period of the old debentures surrendered in the exchange.

Original Issue Discount

        Whether the exchange is treated as a recapitalization or as a taxable exchange, if the stated principal amount of the new notes exceeds their issue price by more than a de minimis amount, the new notes will be treated as issued with original issue discount, which generally would be accrued by a U.S. Holder into gross income over time on a constant yield basis. We expect that the new notes will not be treated as issued with original issue discount for United States federal income tax purposes. You should consult your own tax advisor regarding the potential application of the original issue discount rules to the new notes.

Consequences to Non-Tendering U.S. Holders

        There will not be any modification of the old debentures in connection with this exchange offer. Therefore, retention of the old debentures in connection with this exchange offer will not be a taxable event to non-tendering U.S. Holders of the old debentures.

Information Reporting and Backup Withholding

        Backup withholding and information reporting requirements may apply to the cash exchange fee, certain payments of principal and interest, including original issue discount, on a note and to certain payments of proceeds of the sale or retirement of a note. We, our agent, a broker or any paying agent, as the case may be, will be required to withhold tax from any payment that is subject to backup withholding at a current rate of 30% of such payment if a holder fails to furnish his taxpayer identification number, to certify that such holder is not subject to backup withholding or to otherwise comply with the applicable requirements of the backup withholding rules. Certain holders (including, among others, all corporations) are not subject to the backup withholding and reporting requirements.

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        Under current Treasury Regulations, backup withholding and information reporting will not apply to payments made by us or our agent to a holder of a note who has provided the required certification under penalties of perjury that it is not a U.S. Holder or has otherwise established an exemption, provided that neither we nor our agent has actual knowledge that the holder is a U.S. Holder that is not an exempt recipient or that the conditions of any other exemption are not satisfied.

        Any amount withheld from a payment to a holder under the backup withholding rules will be allowed as a refund or credit against the holder's United States federal income tax liability, as long as the required information is timely provided to the Internal Revenue Service (the "IRS"). Generally, we are required to report to the holder of the note and to the IRS the amount of the tax withheld, if any, relating to these payments, and we will report such payments to the holder and IRS annually.

BERMUDA TAX CONSIDERATIONS

Taxation of Sea Containers

        Under current Bermuda law, Sea Containers is not subject to tax in Bermuda on its income or capital gains. Furthermore, Sea Containers has obtained from the Minister of Finance of Bermuda, under the Exempted Undertakings Tax Protection Act 1966, an assurance that, in the event that Bermuda enacts any legislation imposing tax computed on any income or gains, that tax will not be applicable to Sea Containers until March 28, 2016. This assurance does not, however, prevent the imposition of any tax or duty on persons ordinarily resident in Bermuda or on any property tax on leasehold interests Sea Containers may have in Bermuda. Sea Containers will pay an annual government fee in Bermuda based on our authorized share capital and share premium. Sea Containers currently pays, and expects to continue to pay, the maximum annual government fee applicable to it. The annual government fee amounts are subject to review from time to time by the Bermuda authorities.

Taxation of Holders

        Under current Bermuda law, no income, withholding or other taxes or stamp or other duties are imposed in Bermuda upon the issue, transfer or sale of Sea Containers' common shares or other securities or on any payments in respect of its common shares or other securities (except, in certain circumstances, to persons ordinarily resident in Bermuda). See "—Taxation of Sea Containers" above for a description of the assurance on taxes obtained by Sea Containers from the Minister of Finance of Bermuda.

AUTHORIZED REPRESENTATIVE

        Sea Containers' authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act, is Robert M. Riggs, 2 Wall Street, New York, New York 10005. Sea Containers has agreed to indemnify the authorized representative against liabilities under the Securities Act.

LEGAL MATTERS

        Carter Ledyard & Milburn LLP, New York, New York, has passed upon legal matters relating to this offering for Sea Containers with respect to U.S. law, and Appleby Spurling & Kempe, Hamilton, Bermuda, has passed upon legal matters relating to this offering for Sea Containers with respect to Bermuda law. Robert M. Riggs, a member of Carter Ledyard & Milburn LLP is a director of Sea Containers, and John D. Campbell, senior counsel of Appleby Spurling & Kempe, is a director and a vice president of Sea Containers.

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EXPERTS

        The consolidated financial statements and related consolidated financial statement schedule incorporated in this prospectus by reference from Sea Containers' Annual Report on Form 10-K/A for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, and SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective January 1, 2002, and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and 138, effective January 1, 2001, which is incorporated herein by reference in the registration statement, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is a part of a registration statement on Form S-4, Registration No. 333-103999, which Sea Containers filed with the Securities and Exchange Commission under the Securities Act of 1933. As permitted by the rules and regulations of the SEC, this prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules thereto. As such we make reference in this prospectus to the registration statement and to the exhibits and schedules thereto. For further information about us and about the securities we hereby offer, you should consult the registration statement and the exhibits and schedules thereto. You should be aware that statements contained in this prospectus concerning the provisions of any documents filed as an exhibit to the registration statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

        Sea Containers files annual, quarterly and special reports and other information with the Securities and Exchange Commission (Commission File Number 1-7560). These filings contain important information which does not appear in this prospectus. For further information about Sea Containers, you may read and copy these filings at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330, and may obtain copies of Sea Containers' filings from the public reference room by calling (202) 942-8090.

        The SEC allows Sea Containers to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to other documents which Sea Containers has filed or will file with the SEC. We are incorporating by reference in this prospectus

•

Sea Containers' Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and Amendment No. 1 thereto, filed on May 23, 2003,



•

Sea Containers' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, and



•

Sea Containers' Current Report on Form 8-K bearing cover date of April 11, 2003.

        All documents which Sea Containers files with the SEC pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act after the date of this prospectus and before the expiration or termination of this exchange offer shall be deemed to be incorporated by reference in this prospectus and to be a part of it from the filing dates of such documents. Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this

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prospectus may update and replace statements in and portions of this prospectus or the above listed documents.

        We shall provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to the Secretary, Sea Containers America Inc., 1155 Avenue of the Americas, New York, New York 10036 (telephone 1-212-302-5066).

        Sea Containers is a Bermuda company and is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934. As a result, (1) Sea Containers' proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, (2) transactions in Sea Containers' equity securities by its officers and directors are exempt from Section 16 of the Exchange Act, and (3) until November 4, 2002, Sea Containers was not required to make, and did not make, its SEC filings electronically, so that those filings are not available on the SEC's Web site. However, since that date, Sea Containers has been making all filings with the SEC electronically, and the filings are available on the Internet at the SEC's Web site at http://www.sec.gov.

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The Exchange Agent for the Offer is:

The Bank of New York

By Registered or Certified Mail or Overnight Courier:	By Facsimile Transmission:	By Hand Delivery until 4:30 p.m.:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7 East New York, New York 10286 Attn: William Buckley	1-212-298-1915 Attn: William Buckley Confirm by telephone: 1-212-815-5788	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Lobby Window New York, New York 10286

You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the dealer manager has not, authorized anyone to provide you with information or to make any representation to you that is not contained in this prospectus. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction or in any circumstances where the offer or sale is not permitted. You should not under any circumstances assume that the information in this prospectus is correct on any date after the date of this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.    Exhibits.

        See the Exhibit Index immediately following the signature pages below.

II-1

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on the 23rd day of May, 2003.

SEA CONTAINERS LTD.
By:	/s/  DANIEL J. O'SULLIVAN Daniel J. O'Sullivan Senior Vice President—Finance Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed below by the following persons in the capacities indicated on the 23rd day of May, 2003.

Signature	Title
* James B. Sherwood	President and Director (Principal Executive Officer)
/s/  DANIEL J. O'SULLIVAN Daniel J. O'Sullivan	Senior Vice President—Finance and Chief Financial Officer(Principal Financial and Accounting Officer)
* John D. Campbell	Director
* W. Murray Grindrod	Director
* Ian Hilton	Director
* Robert M. Riggs	Director and Authorized Representative in the United States
* Philip J.R. Schlee	Director

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* Charles N.C. Sherwood	Director
* Michael J.L. Stracey	Director

*By:
/s/  DANIEL J. O'SULLIVAN Daniel J. O'Sullivan
Attorney-in-Fact

II-3

EXHIBIT INDEX

Exhibit Number	Description
1**	Form of Dealer Manager Agreement between the Registrant and Lazard Frères & Co. LLC
4.1*	Form of Senior Notes being registered hereby (included in Exhibit 4.2 as Exhibit A thereto)
4.2*	Form of Indenture between the Registrant and The Bank of New York, as Trustee, relating to the Senior Notes being registered hereby
5.1*	Opinion of Carter Ledyard & Milburn LLP
5.2*	Opinion of Appleby Spurling & Kempe
8**	Tax opinion of Carter Ledyard & Milburn LLP
12*	Statement of computation of ratios
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of Carter Ledyard & Milburn LLP (included in Exhibits 5.1 and 8)
23.3*	Consent of Appleby Spurling & Kempe (included in Exhibit 5.2)
24**	Powers of Attorney
25**	Form T-1 Statement of Eligibility of The Bank of New York under the Trust Indenture Act of 1939
99.1**	Indemnification Agreement between the Registrant and Robert M. Riggs
99.2**	Form of Letter of Transmittal
99.3**	Form of Letter to Securities Brokers and Dealers, Commercial Banks, Trust Companies, and Other Nominees
99.4**	Form of Letter to Clients
99.5**	Notice of Guaranteed Delivery
99.6**	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

*

Being filed or refiled with this Amendment No. 2.

**

Previously filed as an exhibit to this Registration Statement.

II-4

QuickLinks

TABLE OF CONTENTS
SUMMARY
Sea Containers
The Exchange Offer
Summary of Terms of the New Notes
Summary Consolidated Financial Data
RISK FACTORS
Risk Factors Relating to Our Financial Condition
Risk Factors Relating to Your Ownership of New Notes
Risk Factors Relating to Our Businesses
Other Risks
FORWARD-LOOKING STATEMENTS
SEPARATION OF ORIENT-EXPRESS HOTELS
PROPOSED RESTRUCTURING
CAPITALIZATION
THE EXCHANGE OFFER
DESCRIPTION OF THE NEW NOTES
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
BERMUDA TAX CONSIDERATIONS
AUTHORIZED REPRESENTATIVE
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-4.2

Exhibit 4.2

SEA CONTAINERS LTD.,

Issuer,

and

THE BANK OF NEW YORK,

Trustee

INDENTURE

Dated as of                 , 2003

$             

12 ¹/₂% Senior Notes

due 2009

TABLE OF CONTENTS

ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101.	Definitions
Section 102.	Other Definitions
Section 103.	Compliance Certificates and Opinions
Section 104.	Form of Documents Delivered to Trustee
Section 105.	Acts of Holders
Section 106.	Notices, Etc., to Trustee and Company
Section 107.	Notices to Holders; Waiver
Section 108.	Conflict of any Provision of Indenture with Trust Indenture Act
Section 109.	Effect of Headings and Table of Contents
Section 110.	Successors and Assigns
Section 111.	Separability Clause
Section 112.	Benefits of Indenture
Section 113.	Governing Law
Section 114.	Legal Holidays
Section 115.	Consent to Jurisdiction and Service of Process; Waiver of Jury Trial
Section 116.	Conversion of Currency
Section 117.	No Recourse Against Others
ARTICLE TWOSENIOR NOTE FORMS
Section 201.	Forms Generally
Section 202.	Securities Issuable in Global Form
ARTICLE THREETHE SENIOR NOTES
Section 301.	Title and Terms
Section 302.	Denominations
Section 303.	Execution, Authentication, Delivery and Dating
Section 304.	Temporary Senior Notes
Section 305.	Registration; Registration of Transfer and Exchange
Section 306.	Mutilated, Destroyed, Lost and Stolen Senior Notes
Section 307.	Payment of Interest; Interest Rights Preserved
Section 308.	Persons Deemed Owners
Section 309.	Cancellation
Section 310.	Computation of Interest
Section 311.	CUSIP and CINS Numbers
ARTICLE FOURSATISFACTION AND DISCHARGE
Section 401.	Satisfaction and Discharge of Indenture
Section 402.	Application of Trust Money
ARTICLE FIVEREMEDIES
Section 501.	Events of Default
Section 502.	Acceleration of Maturity; Rescission

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Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee
Section 504.	Trustee May File Proofs of Claim
Section 505.	Trustee May Enforce Claims Without Possession of Senior Notes
Section 506.	Application of Money Collected
Section 507.	Limitation on Suits
Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest
Section 509.	Restoration of Rights and Remedies
Section 510.	Rights and Remedies Cumulative
Section 511.	Delay or Omission Not Waiver
Section 512.	Control by Holders
Section 513.	Waiver of Past Defaults
Section 514.	Undertaking for Costs
Section 515.	Waiver of Stay, Extension or Usury Laws
ARTICLE SIXTHE TRUSTEE
Section 601.	Notice of Defaults
Section 602.	Certain Rights of Trustee
Section 603.	Not Responsible for Recitals or Issuance of Senior Notes
Section 604.	May Hold Senior Notes
Section 605.	Money Held in Trust
Section 606.	Compensation and Reimbursement
Section 607.	Conflicting Interests
Section 608.	Corporate Trustee Required; Eligibility
Section 609.	Resignation and Removal; Appointment of Successor
Section 610.	Acceptance of Appointment by Successor
Section 611.	Merger, Conversion, Consolidation or Succession to Business
Section 612.	Preferential Collection of Claims Against Company
ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 701.	Disclosure of Names and Addresses of Holders
Section 702.	Reports by Trustee
Section 703.	Reports by Company
ARTICLE EIGHTCONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801.	Company May Consolidate, Etc., Only on Certain Terms
Section 802.	Successor Substituted
ARTICLE NINESUPPLEMENTAL INDENTURES
Section 901.	Supplemental Indentures Without Consent of Holders
Section 902.	Supplemental Indentures With Consent of Holders
Section 903.	Execution of Supplemental Indentures
Section 904.	Effect of Supplemental Indentures
Section 905.	Conformity with Trust Indenture Act
Section 906.	Reference in Senior Notes to Supplemental Indentures

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ARTICLE TENCOVENANTS
Section 1001.	Payment of Principal, Premium, Interest and Additional Amounts
Section 1002.	Maintenance of Office or Agency
Section 1003.	Money for Senior Note Payments to Be Held in Trust; Designation of Paying Agent
Section 1004.	Corporate Existence
Section 1005.	Payment of Taxes and Other Claims
Section 1006.	Maintenance of Properties
Section 1007.	Limitation on Indebtedness
Section 1008.	Limitation on Restricted Payments
Section 1009.	Transactions with Affiliates
Section 1010.	Restriction on Preferred Shares of Subsidiaries
Section 1011.	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
Section 1012.	Purchase of Senior Notes upon Change of Control
Section 1013.	Disposition of Proceeds of Asset Sales
Section 1014.	Conduct of Business
Section 1015.	Maintenance of Consolidated Tangible Net Worth
Section 1016.	Statement as to Compliance; Notice of Default; Reporting Requirements
Section 1017.	Waiver of Certain Covenants
Section 1018.	Termination of Certain Covenants
ARTICLE ELEVENREDEMPTION OF SENIOR NOTES
Section 1101.	Right of Redemption; Optional Tax Redemption
Section 1102.	Applicability of Article
Section 1103.	Election to Redeem; Notice to Trustee
Section 1104.	Selection by Trustee of Senior Notes to Be Redeemed
Section 1105.	Notice of Redemption
Section 1106.	Deposit of Redemption Price
Section 1107.	Senior Notes Payable on Redemption Date
Section 1108.	Senior Notes Redeemed in Part
ARTICLE TWELVEDEFEASANCE
Section 1201.	Defeasance and Discharge
Section 1202.	Conditions to Defeasance
Section 1203.	Defeasance of Certain Obligations
Section 1204.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
Section 1205.	Reinstatement
Exhibit A—	Form of Senior Note

iii

Reconciliation and tie between Trust Indenture Act

of 1939 and This Indenture(1)

Trust Indenture Act Section		IndentureSection
§ 310	(a)(1)	608
	(a)(2)	608
	(b)	607, 609
§ 312	(c)	701
§ 314	(a)	703
	(a)(4)	1014
	(c)(1)	103
	(c)(2)	103
	(e)	103
§ 315	(b)	601
§ 316	(a)(last sentence)	101 (“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	(c)	105
§ 317	(a)(1)	503
	(a)(2)	504
§ 318	(a)	108

(1)This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.

iv

INDENTURE, dated as of                     , 2003, between SEA CONTAINERS LTD., a company limited by shares incorporated in the Islands of Bermuda under the Companies (Incorporation by Registration) Act 1970 (hereinafter called the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, trustee (hereinafter called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of and issuance of 12 ¹/₂% Senior Notes due 2009 (herein called the “Senior Notes”) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary have been done to make the Senior Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and to make this Indenture a valid agreement of the Company, each in accordance with their respective terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Senior Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Senior Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b)all other terms used herein and not defined in this Article or in other Articles of this Indenture which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Generally Accepted Accounting Principles;

(d)the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Articles Five and Ten, are defined in those Articles.

“Additional Amounts” has the meaning set forth in Section 1001(b).

“Affiliate” means (i) any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Company, (ii) each executive officer or director of the Company, (iii) any spouse, immediate family member or other relative who has the same principal residence as any Person described in clause (i) or (ii) above, (iv) any trust in which any such Persons described in clauses (i) through (iii) above have a substantial beneficial interest and (v) any corporation or other organization of which any such Persons described in clauses (i) through (iv) above collectively own more than 50% of the equity of such entity. For purposes of this definition, beneficial ownership of 10% or more of voting common equity (on a fully diluted basis) or warrants to purchase such equity (whether or not currently exercisable) of a Person shall be deemed to be control of such Person.

“Agent Members” has the meaning set forth in Section 305.

“Asset Acquisition” means (i) any capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock, by the Company or any Subsidiary of the Company in any other Person, in either case, pursuant to which such Person shall become a Subsidiary or shall be merged with or into the Company or any Subsidiary or (ii) any acquisition by the Company or any Subsidiary of the Company of the assets of any Person which constitute substantially all of an operating unit or business of such Person, provided no such capital contribution or purchase or acquisition of Capital Stock or acquisition of assets shall constitute an “Asset Acquisition” unless financial statements (including, without limitation, an income statement, balance sheet and statement of cash flows) prepared and audited by accountants nationally recognized in the relevant country in accordance with the relevant accounting principles with respect to such Person, operating unit or business, are delivered to the Trustee.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale-leaseback) to any Person other than the Company or a Subsidiary of the Company, in one or a series of related transactions, of (a) any Capital Stock of any Subsidiary of the Company; (b) all or substantially all of the properties and assets of any division or line of business of the Company or any Subsidiary of the Company; or (c) any other properties or assets of the Company or any Subsidiary of the Company other than, in the case of this clause (c), the disposition of such properties or assets in the ordinary course of business.

“Average Life to Stated Maturity” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness (including scheduled redemption and similar payments with respect to Redeemable Capital Stock) multiplied by (b) the amount of each such principal (or redemption or similar) payment by (ii) the sum of all such principal (or redemption or similar) payments.

“Board of Directors” means the board of directors of the Company.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or any duly authorized committee of such board, and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City or London are authorized or obligated by law, regulation or executive order to close.

“Capital Lease Obligation” of any Person means any obligations (including, without limitation, for the payment of rent, hire or other remuneration) of such Person and its Subsidiaries on a consolidated basis under any leases, charter parties or other arrangements conveying the right to use any property (whether real, personal or mixed) which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

“Capital Stock” of any Person means any and all shares, interests, participations, or other equivalents (however designated) of such Person’s capital stock whether now outstanding or issued after the date of this Indenture.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States, the United Kingdom or other governments whose securities are readily marketable in London or New York City or any agency or instrumentality thereof (provided that the full faith and credit of such government is pledged in support thereof) having maturities of not more than one year

2

from the date of acquisition and having the highest rating from either of Standard & Poor’s Credit Market Services, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc., (b) time deposits, certificates of deposit and bankers’ acceptances issued in London or in New York City by any commercial bank, or any subsidiary or branch thereof, which bank is of recognized standing and has, on a consolidated basis, capital, surplus and undivided profits in excess of $300,000,000 or a Moody’s Bank Credit Service rating for short-term bank deposits of at least P-2, with maturities of not more than one year from the date of acquisition by such Person, (c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, (d) commercial paper issued by any Person and having one of the top two investment ratings from either Standard & Poor’s Credit Market Services, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. and in each case maturing not more than 270 days after the date of acquisition by such Person and (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above.

“Cash Flow Coverage Ratio” for any Reference Period means the ratio of (a) SCL’s Consolidated Cash Flow for such Reference Period to (b) SCL’s Consolidated Fixed Charges for such Reference Period; provided that for purposes of calculating SCL’s Consolidated Fixed Charges, (x) Consolidated Interest Expense shall be SCL’s actual Consolidated Interest Expense during such Reference Period, adjusted by (A) increasing such actual Consolidated Interest Expense by the amount attributable to new Indebtedness Incurred at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Indebtedness had been Incurred on the first day of such Reference Period and had been outstanding during all such Reference Period; and (B) decreasing such actual Consolidated Interest Expense by the amount attributable to any Indebtedness repaid at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Indebtedness had been repaid on the first day of such Reference Period and had been repaid during all such Reference Period; and (y) the aggregate amount of cash dividends and other distributions paid or accrued on Included Stock shall be the amount actually paid and accrued during such Reference Period, adjusted by (A) increasing such actual amount by the amount attributable to new Included Stock issued at any time from the beginning of such Reference Period to the Transaction Date, on a pro forma basis as if such Included Stock had been issued on the first day of such Reference Period and had been outstanding during all such Reference Period; and (B) decreasing such actual amount by the amount attributable to any Included Stock repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) at any time from the beginning of such Reference Period through the Transaction Date, on a pro forma basis as if such Included Stock had been repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) on the first day of such Reference Period and had been repaid, redeemed or acquired or converted into Capital Stock (other than Redeemable Capital Stock) during all such Reference Period. “Consolidated Cash Flow” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for such period to any Asset Sales or Asset Acquisitions occurring during the period commencing on the first day of such period to and including the Transaction Date, as if such Asset Sale or Asset Acquisition had occurred on the first day of such period.

“Change of Control” means the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 33 ¹/₃% of the aggregate voting power of all classes of Voting Stock of the Company; (b) the Company amalgamates or consolidates with, or merges with or into, another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person amalgamates or consolidates with, or merges

3

with or into, the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of all classes of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Stock of each class of the Company is converted into or exchanged for (1) Voting Stock (other than Redeemable Capital Stock) of the surviving or transferee company or corporation or (2) cash, securities and other property in an amount which could be paid by the Company as a Restricted Payment under this Indenture and (ii) the holders of each class of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of each class of the Voting Stock of the surviving or transferee company or corporation immediately after such transaction; (c) at any time, individuals who constituted the Board of Directors on the date of this Indenture (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of 66 ²/₃% of the directors then still in office who were either directors on the date of this Indenture or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or (d) any order, judgment or decree shall be entered against the Company decreeing the dissolution or liquidation of the Company and shall not be discharged for a period in excess of 60 days after the date on which any period for appeal has expired and during which a stay of enforcement of such judgment, order or decree has not been in effect.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. To the extent necessary to comply with the requirements of the provisions of Sections 310 through 317 of the Trust Indenture Act as they are applicable to the Company, the term “Company” shall include any other obligor with respect to the Senior Notes for the purposes of complying with such provisions.

“Company Order” or “Company Request” means a written request or order signed in the name of the Company (i) by its President, any Executive Vice President, any Senior Vice President, or any Vice President and (ii) by its Secretary or any Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers listed in clause (i) above in lieu of being signed by one of such officers listed in such clause (i) and one of the officers listed in clause (ii) above.

“Consolidated Cash Flow” with respect to any period means Consolidated Net Income plus, to the extent the following were deducted in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) federal, state, local and foreign income taxes and (iii) depreciation, amortization and other non-cash charges for such period (taken as one accounting period).

“Consolidated Fixed Charges” with respect to any period means the aggregate amount of Consolidated Interest Expense, any capitalized interest, and the aggregate amount of cash dividends and other distributions paid or accrued on Included Stock, in each case during such period.

“Consolidated Interest Expense” means, with respect to any period, without duplication, the sum of (i) the interest expense of a Person and its Subsidiaries for such period as determined in accordance with GAAP, including, without limitation, (a) any amortization of debt discount, (b) the net cost under Interest Rate Agreements (including any amortization of discounts), (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and (e) all accrued interest and (ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued

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by such Person and its Subsidiaries during such period, as determined in accordance with GAAP. Furthermore, in calculating “Consolidated Interest Expense”, (i) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (ii) if interest on any Indebtedness actually Incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the period; and (iii) notwithstanding clauses (i) and (ii) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Rate Agreements, shall be deemed to have accrued at the rate per annum resulting after giving effect to the operation of such agreements. If such Person or any of its Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the above clause shall give effect to the Incurrence of such guaranteed Indebtedness as if such Person or such Subsidiary had directly Incurred or otherwise assumed such guaranteed Indebtedness; provided that no effect shall be given to any such Guaranty of Indebtedness Incurred prior to the date of this Indenture, except that any interest actually paid by the Company or any Subsidiary pursuant to any such Guaranty during the period in question shall be included in computing SCL’s Consolidated Interest Expense for such period.

“Consolidated Net Income” with respect to any period means the consolidated net income (loss), before dividends on Preferred Shares, for such period of the Company and its Subsidiaries (after deducting net income attributable to minority interests in Subsidiaries of the Company) but without giving effect to any extraordinary gain or loss or gains or losses from sales of assets (other than from sales of assets determined by the Board of Directors to be in the ordinary course of business), provided there should be excluded (i) for purposes of the covenant contained in Section 1007 hereof, but not for purposes of the covenant contained in Section 1008 hereof, the net income of any Person (other than a Subsidiary) in which the Company or any of its consolidated Subsidiaries has an interest with a third party except to the extent of the amount of dividends or distributions actually paid to the Company or a Subsidiary during such period, (ii) for purposes of the covenant contained in Section 1008 hereof, but not for purposes of the covenant contained in Section 1007 hereof, except to the extent of the amount of dividends or distributions actually paid to the Company or one of its Subsidiaries by such Person, the net income of any Person during such period accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries or that Person’s assets are acquired by the Company or any of its Subsidiaries and (iii) the amount of net income (if positive) of any Subsidiary which, as a result of the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Subsidiary, could not be distributed by such Subsidiary to the Company through the paying, making or repaying of dividends or similar distributions, inter–company loans or advances or management and similar fees.

“Consolidated Net Income Available for Restricted Payments” with respect to any period means the Consolidated Net Income for such period less dividends and other distributions made during such period on (x) Preferred Shares (including Preferred Shares constituting Redeemable Capital Stock) existing on July 1, 1996, and Preferred Shares issued to refinance such Preferred Shares as permitted by Section 1008(b)(iv) of this Indenture and (y) Redeemable Capital Stock issued subsequent to July 1, 1996.

“Consolidated Net Worth” means at any time the sum of the liquidation value of Preferred Shares (other than Redeemable Capital Stock) and common shareholders’ equity (adjusted for foreign currency gains or losses subsequent to the December 31 Balance Sheet to the extent the net amount of such adjustments aggregates in excess of $25,000,000, as calculated in accordance with Statement of Financial Accounting Standards No. 52 of the Financial Accounting Standards Board).

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“Consolidated Revenue” means for any period the total revenues of the Company and its Subsidiaries, determined in accordance with GAAP.

“Consolidated Tangible Net Worth” means at any time Consolidated Net Worth less the sum of (i) the net book amount of all assets, after deducting any reserves applicable thereto, which would be treated as intangibles under GAAP and (ii) any write-up in the book value of any asset on the books of the Company or any Subsidiary resulting from a revaluation thereof subsequent to the date of this Indenture (other than the write-up of book value of an asset made in accordance with GAAP), all as presented on SCL’s consolidated financial statements.

“Container Business” means all aspects of the business of (a) acquiring, by purchase, lease or otherwise, manufacturing, improving, using, maintaining, repairing, leasing, selling and otherwise disposing of marine and intermodal cargo containers and flat racks of all kinds, chassis for the transportation of containers and flat racks by road or railway and cranes for the handling of such containers and flat racks, (b) designing, holding, acquiring by purchase, charter or otherwise, of vessels for the transportation of such containers, flat racks and chassis by sea or on inland waterways and improving, outfitting, using, maintaining, repairing, chartering to third Persons and selling or otherwise disposing of such vessels, (c) acquiring, either alone or jointly with one or more Affiliates by purchase, lease or otherwise, real property or interests therein principally for use by the Company or any Subsidiary engaged in the Container Business as office space, terminals or facilities for the manufacturing or repairing of containers and related equipment and constructing buildings and other improvements thereon and, to the extent incidental to such principal use, the selling, leasing to third Persons or otherwise disposing of remaining unused real property and/or unused improvements thereon, (d) providing insurance against casualty risks of all kinds, and against personal liabilities for injury to third persons or their property, occurring or arising in the conduct of the business described in preceding clauses (a) through (c), (e) providing or arranging financing for the aforesaid activities and (f) activities incidental to or integrated with those mentioned above.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at 101 Barclay Street, New York, New York 10286.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangements designed to protect the Company or any Subsidiary against fluctuations in currency values.

“December 31 Balance Sheet” means the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1995, as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means The Depository Trust Company and its nominees and successors.

“Event of Default” has the meaning specified in Article Five.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer.

“Federal Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States Code, as amended from time to time.

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“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States, consistently applied, as in effect as of the date of this Indenture including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Global Security” means a certificate that evidences all or part of the Senior Notes issued to the Depositary in accordance with Section 303 and bearing the legend set out in Exhibit A.

“Group Loan Agreements” means (i) the Loan Agreement, dated as of July 24, 1998 among the Company and certain of its Subsidiaries, as borrowers, and the Banks named therein, (ii) the Amended and Restated Indenture dated as of July 16, 2001, between The Bank of New York, as trustee, and Sea Containers SPC Ltd., and (iii) the Amended and Restated Loan Agreement dated as of July 16, 2001 between the Company and First Union National Bank, and includes any amendments, renewals, extensions or refundings of such agreements.

“Guaranty” means, as applied to any obligation, (1) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (2) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any part or all of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit.

“Holder” means the registered holder of any Senior Note.

“Included Stock” means (i) Preferred Shares (including Redeemable Capital Stock) of the Company or any of its Subsidiaries outstanding on the date of this Indenture and Preferred Shares issued to refinance such Preferred Shares as permitted by Section 1008(b)(iv) of this Indenture and (ii) Redeemable Capital Stock of the Company or any of its Subsidiaries issued after the date of this Indenture.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume or directly or indirectly Guaranty or otherwise in any manner become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided, however, that neither the accrual of interest (whether such interest is payable in cash or kind) nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness.

“Indebtedness” of any Person means, at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or bankers’ acceptances or other similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations of such Person as lessee under Capital Lease Obligations, (v) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, (vi) all Indebtedness of others Guarantied by such Person, (vii) all Redeemable Capital Stock valued at the mandatory liquidation preference or redemption price plus accrued and unpaid dividends, (viii) to the extent not otherwise included, obligations under Currency Agreements and Interest Rate Agreements and (ix) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except trade payables accrued in the ordinary course of business.

“Indenture” means this instrument as originally executed (including all exhibits and schedules hereto) and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

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“Interest” means the sum of all interest, plus any Additional Amounts payable as supplemental interest pursuant to Section 1001(b).

“Interest Payment Date” means the Stated Maturity of an installment of Interest on the Senior Notes.

“Interest Rate Agreements” means the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount or pursuant to any interest rate protection agreement, interest rate future, interest rate option or other interest rate hedge arrangement.

“Investment” means, directly or indirectly, any advance, loan or other extension of credit (other than a Guaranty) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by, any other Person.

“Investment Grade Ratings” has the meaning set forth in Section 1018.

“Issue Date” means                        , 2003, the date on which the Senior Notes are originally issued under this Indenture.

“Lien” means any mortgage, charge, pledge, lien, privilege, security interest or encumbrance of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest).

“Maritime Shipping and Rail Transport Businesses” means:

(a)the Container Business;

(b)all aspects of the maritime shipping and ferry business in lawful trades other than the Container Business, including the acquisition of the title to or the right to possess and use ships of kinds other than those designed primarily for use in the Container Business, the outfitting, furnishing, supplying, management, manning, use, operation, chartering, sale and other disposition of such ships and the acquisition, ownership, management and operation of ports and harbor facilities servicing any such ships;

(c)the insurance business (subject to applicable statutory and regulatory limitations) related to the activities described in clause (b) above;

(d)all aspects of the passenger and freight rail transport businesses, including the ownership, management, use, operation, leasing and sale of railroads and railroad franchises and equipment and related interests in real property, and

(e)business and activities incidental to or integrated with the foregoing.

“Material Subsidiary” means, at any particular time, any Subsidiary of the Company that, together with the Subsidiaries of such Subsidiary, (a) accounted for more than 10% of the Consolidated Revenues of the Company and its Subsidiaries for the most recently completed fiscal year or (b) was the owner of more than 10% of the consolidated assets of the Company and its Subsidiaries as at the end of such fiscal year, all as shown on the consolidated financial statements of the Company and its Subsidiaries for such fiscal year.

“Maturity”, when used with respect to the Senior Notes, means the date on which the principal of the Senior Notes becomes due and payable as therein or herein provided, whether at Stated Maturity,

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on the Change of Control Purchase Date, and whether by redemption, declaration of acceleration, change of control or otherwise.

“Minimum Consolidated Tangible Net Worth” means $175,000,000.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Subsidiary of the Company) net of (i) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) amounts required to be paid to any Person (other than the Company or any Subsidiary of the Company) owning a beneficial interest in the assets subject to the Asset Sale and (iv) appropriate amounts to be provided by the Company or any Subsidiary of the Company, as the case may be, as a reserve required in accordance with Generally Accepted Accounting Principles consistently applied against any liabilities associated with such Asset Sale and retained by the Company or any Subsidiary of the Company, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“OEHL” means Orient-Express Hotels Ltd., a Bermuda company 47%-owned by the Company.

“Officers’ Certificate” means a certificate signed by (i) the President, any Executive Vice President, any Senior Vice President or any Vice President of the Company and (ii) the Secretary or any Assistant Secretary of the Company and delivered to the Trustee; provided, however, that such certificate may be signed by two of the officers listed in clause (i) above in lieu of being signed by one of such officers listed in such clause (i) and one of the officers listed in clause (ii) above.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee. Each such opinion shall include the statements provided for in Trust Indenture Act Section 314(e) to the extent applicable.

“Outstanding” when used with respect to the Senior Notes means, as of the date of determination, all Senior Notes theretofore authenticated and delivered under this Indenture, except:

(a)Senior Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b)Senior Notes, or portions thereof, for whose payment, redemption or purchase, money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Senior Notes; provided that, if such Senior Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c)Senior Notes, except to the extent provided in Section 1201, with respect to which the Company has effected defeasance as provided in Article Twelve; and

(d)Senior Notes paid pursuant to the second paragraph of Section 306 or in exchange for or in lieu of which other Senior Notes have been authenticated and delivered pursuant to this Indenture, other than any such Senior Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Senior Notes are held by a bona fide purchaser in whose hands the Senior Notes are valid obligations of the Company;

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provided, however, that, in determining whether the Holders of the requisite principal amount of Outstanding Senior Notes have given any request, demand, direction, consent or waiver hereunder, Senior Notes owned by the Company or any other obligor upon the Senior Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, direction, consent or waiver, only Senior Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Senior Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Senior Notes and that the pledgee is not the Company or any other obligor upon the Senior Notes or any Affiliate of the Company or such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of, and premium, if any, and interest on, any Senior Notes on behalf of the Company.

“Permitted Holder” means any wholly owned Subsidiary of the Company, James B. Sherwood or any “group” (as such term is used in Section 13(d) of the Exchange Act) of which James B. Sherwood is a member, and any other Person who or which is an heir or legatee of James B. Sherwood and receives any Voting Stock of the Company from the estate of James B. Sherwood or the estate of any of the foregoing.

“Permitted Indebtedness” means any of the following Indebtedness of the Company or any Subsidiary, as the case may be:

(i)Indebtedness of the Company or a Subsidiary outstanding on the date of this Indenture, including but not limited to Indebtedness under the Group Loan Agreements in amounts equal to or less than the amounts outstanding on the date of this Indenture;

(ii)Indebtedness and obligations of the Company under the Senior Notes and the obligations relating to the Senior Notes under this Indenture;

(iii)Indebtedness of a Subsidiary of the Company to the Company or another Subsidiary, or of the Company to any Subsidiary;

(iv)Senior Indebtedness the proceeds of which are used to acquire or refinance assets used in the Maritime Shipping and Rail Transport Businesses of the Company; provided that the aggregate amount of Indebtedness the proceeds of which were used to acquire or refinance assets used in the Maritime Shipping and Rail Transport Businesses (whether Incurred pursuant to this provision or any other provision of this Indenture) shall not exceed 90% of the book value (after giving effect to related deductions for accumulated depreciation) of all assets used in the Maritime Shipping and Rail Transport Businesses; and provided further that the aggregate amount of Permitted Indebtedness Incurred under this clause (iv) from July 1, 1996 (the date of the indenture providing for the 10 ¹/₂% Senior Notes) shall not exceed $300,000,000, of which no more than $150,000,000 may be Incurred in any fiscal year of the Company;

(v)Indebtedness of the Company or its Subsidiaries represented by documentary, insurance or trade letters of credit issued in the ordinary course of business, and standby letters of credit, the total aggregate amount of such letters of credit not exceeding an aggregate amount of $50,000,000 at any one time outstanding;

(vi)Indebtedness for working capital purposes of the Company or its Subsidiaries not to exceed $75,000,000 in principal amount at any one time outstanding;

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(vii)Indebtedness of the Company or its Subsidiaries arising as a result of Guaranties by the Company or its Subsidiaries of Indebtedness of Persons (other than Subsidiaries), which Guaranties are Incurred after the date of this Indenture and shall not exceed $25,000,000 at any one time outstanding;

(viii)Indebtedness of the Company under Currency Agreements and Interest Rate Agreements, provided that such agreements do not increase the Indebtedness of the Company or a Subsidiary outstanding other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; and

(ix)Indebtedness (including Redeemable Capital Stock) used to replace, renew, refinance or refund Indebtedness outstanding on the date of this Indenture, Permitted Indebtedness Incurred pursuant to clause (iv) of this definition of Permitted Indebtedness or other Indebtedness Incurred in accordance with Section 1007 (excluding Permitted Indebtedness), in a principal amount (or, if such Indebtedness does not require cash payments prior to maturity, with an original issue price of such Indebtedness) not to exceed the lesser of (a) the principal amount (or mandatory liquidation preference, in the case of Redeemable Capital Stock) of the Indebtedness so replaced, renewed, refinanced or refunded (or, if the Indebtedness being replaced, renewed, refinanced or refunded was issued with an original issue discount, the original issue price plus the amortized portion of the original issue discount to the date that such replacing, renewing, refinancing or refunding Indebtedness was Incurred) or (b) the principal amount (or mandatory liquidation preference, in the case of Redeemable Capital Stock) or original issue price plus amortized original issue discount, as the case may be, of such Indebtedness as of the date of this Indenture, plus any prepayment penalties and premiums, accrued and unpaid interest on the Indebtedness so replaced, renewed, refinanced or refunded, plus customary fees, expenses and costs related to the Incurrence of such replacing, renewing, refinancing or refunding Indebtedness; provided that, if the Indebtedness being replaced, renewed, refinanced or refunded is Indebtedness of the Company, such replacing, renewing, refinancing or refunding shall be Indebtedness of the Company; provided further that immediately after giving effect to such replacing, renewing, refinancing or refunding, no Default or Event of Default shall have occurred and be continuing; and provided further that Indebtedness used to replace, renew, refinance or refund Indebtedness of the Company that is pari passu or subordinated in right of payment to the Senior Notes will only be permitted if (x) such new Indebtedness is expressly pari passu or subordinated in right of payment to the Senior Notes at least to the same extent that the Indebtedness to be replaced, renewed, refinanced or refunded is pari passu or subordinated to the Senior Notes and (y) the Average Life to Stated Maturity and Stated Maturity of such Indebtedness exceed the Average Life to Stated Maturity and Stated Maturity, respectively, of the Senior Notes.

For the purpose of determining the amount of outstanding Indebtedness under any of the foregoing clauses, there shall be included (A) the principal amount then outstanding that was originally Incurred pursuant to such clause; (B) any outstanding Indebtedness Incurred pursuant to clause (ix) to replace, renew, refinance or refund Indebtedness originally Incurred pursuant to such clause; and (C) any subsequent replacements, renewals, refinancings or refundings thereof.

“Permitted Investment” means an Investment which consists of any one or more of the following:

(i)Investments in a Subsidiary;

(ii)Investments in United States Treasury securities or other government securities having the highest rating from Standard & Poor’s Credit Market Services, a division of the McGraw-Hill Companies, or Moody’s Investors Service, Inc. pledged to secure collateralized senior notes so long as the entire purchase price for such securities consists of proceeds from the issuance of such senior notes;

(iii)Cash Equivalents;

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(iv)(I) Investments in Persons whose principal business is one or more aspects of the Maritime Shipping and Rail Transport Businesses and (II) Investments in other Persons engaged in a business in which SCL is permitted to be engaged under Section 1014 hereof and with whom the Company or one of its Subsidiaries, substantially contemporaneously with such Investment, enters into a management contract to manage the business of such other Person or a contract pursuant to which the Company or one of its Subsidiaries leases or charters, or has the right of first refusal to lease or charter, assets or property of the Company or any of its Subsidiaries to such other Person, so long as the Board of Directors determines that such Investment is necessary to obtain the management contract, lease, charter or right of first refusal; provided that (x) after giving effect to such Investment, the Company could Incur $1.00 of additional Indebtedness under Section 1007 hereof (which is not Permitted Indebtedness), and (y) such Investment would not cause the maximum aggregate amount invested under this clause (iv) at such time to exceed 20% of SCL’s Consolidated Tangible Net Worth; (in calculating the amount invested under this clause (iv), such amount shall be reduced by an amount equal to the net reduction in Investments in any third Person not a Subsidiary of the Company resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Subsidiary from any such third Person and by any amount received by the Company or any Subsidiary from any such third Person pursuant to any management contract, lease or charter; provided that such payments (a) were not otherwise included in the Consolidated Net Income of SCL and (b) do not exceed, in the case of such third Person, the amount of Investments previously made by the Company or any Subsidiary in such third Person);

(v)Negotiable instruments held for collection; outstanding travel, moving and other like advances to officers, employees and consultants; or lease, utility and other similar deposits, in each of the foregoing cases in the ordinary course of business of the Company or a Subsidiary, as the case may be;

(vi)Investments in the Senior Notes; and

(vii)Investments in equity securities which have been accepted for trading by a registered securities exchange or automated quotation system of the United States acquired by the Company or a Subsidiary of the Company as consideration for the sale of assets by the Company or such Subsidiary; provided, such securities shall only be a Permitted Investment until the 180th day following the acquisition thereof.

“Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Senior Note” of any particular Senior Note means every previous Senior Note evidencing all or a portion of the same debt as that evidenced by such particular Senior Note; and, for the purposes of this definition, any Senior Note authenticated and delivered under Section 306 in exchange for a mutilated security or in lieu of a lost, destroyed or stolen Senior Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Senior Note.

“Preferred Shares” mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s preferred or preference stock whether now outstanding or issued after the date hereof, and includes, without limitation, all classes and series of preferred or preference stock.

“Prospectus” means the prospectus dated                     , 2003, with respect to the Senior Notes.

“Redeemable Capital Stock” means any Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (i) is or upon the happening of an event or passage of time would be required to be redeemed prior to the final Stated Maturity of the

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Senior Notes, (ii) is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity, or (iii) is convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the final Stated Maturity of the Senior Notes, provided that Capital Stock which otherwise would not constitute Redeemable Capital Stock shall not constitute Redeemable Capital Stock because it provides for the redemption or acquisition of such Capital Stock in the event of a change of control of the Company so long as the definition of change of control in such instrument does not include a change of control which would not constitute a Change of Control.

“Redemption Date”, when used with respect to any Senior Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture.

“Redemption Price”, when used with respect to any Senior Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date means the           or                      (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant secretary, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers or assigned by the Trustee to administer corporate trust matters at its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“SCL” means the Company collectively with its Subsidiaries.

“Senior Indebtedness” means (i) the principal of, premium, if any, and accrued and unpaid interest (including all interest accruing subsequent to the commencement of an insolvency proceeding, or which, but for such commencement, would have accrued, whether or not such interest is an allowable claim enforceable against the debtor under the Federal Bankruptcy Code or any similar law) on, and any regularly accruing fees and reasonable expenses and all other amounts payable under or in respect of, all Indebtedness of the Company (other than the Series A Debentures and the Series B Debentures), including letters of credit (and reimbursement agreements with respect thereto), unless such Indebtedness, by its terms or by the terms of any agreement pursuant to which such Indebtedness is issued, is subordinated in right of payment to the Senior Notes and (ii) modifications, renewals, extensions and refundings (including permitted increases and refinancings of the existing Indebtedness of the Company) of any of the foregoing obligations unless the foregoing obligations or such modifications, renewals, extensions and refundings thereof provide by their terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, that such Indebtedness shall be subordinated in right of payment to the Senior Notes. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (i) Indebtedness evidenced by the Series A Debentures or the Series B Debentures, (ii) Indebtedness that is subordinated or junior in right of payment to any Indebtedness of the Company, (iii) any liability for federal, state, provincial, local or other taxes owed or owing by the Company, (iv) Indebtedness of the Company to a Subsidiary of the Company or any other Affiliate of the Company or any of such Affiliate’s subsidiaries, (v) amounts owing under leases (other than Capital Lease Obligations and other than leases which but for the existence of a fair market value purchase option would be a Capital Lease Obligation), (vi) any Indebtedness of the Company that, when Incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (vii) any Indebtedness to any employee of the Company or any of its Subsidiaries, (viii) any repurchase, redemption or other obligation in respect of Redeemable Capital Stock and (ix) any trade payables.

“Senior Note Register” and “Senior Note Registrar” have the meanings specified in Section 305.

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“Senior Notes” has the meaning stated in the first recital of this Indenture and more particularly means any Senior Notes authenticated and delivered under this Indenture.

“Series A Debentures” means the $87,113,000 in current aggregate principal amount of 12 1/2% Senior Subordinated Debentures Due 2004, Series A of the Company issued on November 19, 1992, under the Subordinated Debenture Indenture.

“Series B Debentures” means the $11,770,000 in current aggregate principal amount of 12 1/2% Senior Subordinated Debentures Due 2004, Series B of the Company issued on February 4, 1993, under the Subordinated Debenture Indenture.

“7 7/8 Senior Notes” means the $149,750,000 in current aggregate principal amount of 7 7/8% Senior Notes Due 2008 of the Company.

“Special Record Date” means a date fixed by the Trustee for the payment of any Defaulted Interest pursuant to Section 307.

“Stated Maturity”, when used with respect to any Indebtedness or any installment of principal or interest thereon (or scheduled or required redemption or dividend payment), means the date specified in such Indebtedness as the fixed date on which the principal (or scheduled or required redemption or dividend payment) of such Indebtedness or such installment of principal or interest (or scheduled or required redemption or dividend payment) is due and payable.

“Subordinated Debenture Indenture” means the Indenture, dated as of November 1, 1992, between the Company and The Bank of New York, as successor to United States Trust Company of New York, as Trustee, as the same has been and may be supplemented and amended from time to time, providing for the Series A Debentures and Series B Debentures.

“Subordinated Indebtedness” means any Indebtedness of the Company or a Subsidiary that is expressly subordinated in right of payment to any other Indebtedness of the Company or a Subsidiary.

“Subsidiary” means (i) any Person a majority of the equity ownership or the Voting Stock of which is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, or by the Company and one or more such Subsidiaries of the Company or (ii) GE SeaCo SRL, a joint venture between the Company and General Electric Capital Corporation relating to their respective container fleets (or any successor in interest thereto) for so long as the Company owns, directly or indirectly, at least 50% of the voting equity thereof.

“10 1/2% Senior Notes” means the $63,575,000 in current aggregate principal amount of 10 1/2% Senior Notes Due 2003 of the Company.

“10 3/4% Senior Notes” means the $115,000,000 in current aggregate principal amount of 10 3/4% Senior Notes due 2006 of the Company.

“Transaction Date” with respect to any calculation or determination required to be made under this Indenture means the date of the event requiring such calculation or determination.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this Indenture was executed, except as provided in Section 905.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Voting Stock” means shares of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect directors, managers or trustees of a company or corporation (irrespective of whether or not at the time shares of any other class or classes shall have or might have voting power by reason of the happening of any contingency); as of the date of this Indenture, the Company had two classes of Voting Stock, denominated Class A common shares and Class B common shares.

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Section 102.  Other Definitions.

Term	DefinedSection in
“Act”	105(a)
“Change in Tax Law”	1101(b)
“Change of Control Notice”	1012(b)
“Change of Control Purchase Date”	1012(a)
“Change of Control Purchase Notice”	1012(c)
“Change of Control Purchase Price”	1012(a)
“covenant defeasance”	1203
“CSC”	115
“Defaulted Interest”	307
“defeasance”	1201
“Excess Proceeds”	1013(b)
“Excess Proceeds Offer”	1013(c)
“Excess Proceeds Payment”	1013(c)
“Excess Proceeds Payment Date”	1013(c)(ii)
“incorporated provision”	108
“Offer”	1016
“Purchase Date”	1016
“rate(s) of exchange”	116(b)
“Replacement Assets”	1013(b)
“Restricted Payment”	1008
“SCA”	115
Surviving Entity”	801(i)
“U.S. Government Obligations”	1202(a)

Section 103.  Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion (other than the certificates required by Section 1016(a)) with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 104.  Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of,

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only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 105.  Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Trust Indenture Act Section 315) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient.

(c)The ownership of Senior Notes shall be proved by the Senior Note Register.

(d)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of such Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Trust Indenture Act Section 316(c), any such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such solicitation is completed.

If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Senior Notes then Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for this purpose the Senior Notes then Outstanding shall be computed as of such record date; provided, however, that no such request, demand, authorization, direction, notice, consent, waiver or other Act by the Holders on such record date shall be deemed

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effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(e)Any request, demand, authorization, direction, consent, waiver or other Act by the Holder of any Senior Note shall bind every future Holder of the same Senior Note or the Holder of every Senior Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Senior Note.

Section 106.  Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a)the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or delivered, in writing, to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or

(b)the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing to the Company addressed to it at SEA CONTAINERS LTD., 41 Cedar Avenue, P.O. Box HM 1179, Hamilton HM EX, Bermuda, Attention: Secretary (with a copy to (i) SEA CONTAINERS AMERICA INC., 1155 Avenue of the Americas, 30th Floor, New York, New York 10036, Attention: General Counsel and (ii) SEA CONTAINERS SERVICES LTD., 20 Upper Ground, London SE1 9PF, England, Attention: General Counsel) or at any other address furnished in writing to the Trustee by the Company.

Section 107.  Notices to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by facsimile transmission or mailed, first class postage prepaid, to each Holder affected by such event at his address as it appears in the Senior Note Register not later than the latest date and not earlier than the earliest date prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when deposited for mailing to a Holder in the aforesaid manner shall be presumed to have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 108.  Conflict of any Provision of Indenture with Trust Indenture Act.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with any provision (an “incorporated provision”) required by or deemed to be included in this Indenture by operation of such Trust Indenture Act Sections, such imposed duties or incorporated provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

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Section 109.  Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 110.  Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its respective successors and assigns, whether so expressed or not.

Section 111.  Separability Clause.

In case any provision in this Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 112.  Benefits of Indenture.

Nothing in this Indenture or in the Senior Notes, express or implied, shall give to any Person (other than the parties hereto and their successors hereunder, any Paying Agent, the Holders and the holders of Senior Indebtedness) any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 113.  Governing Law.

THIS INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 114.  Legal Holidays.

In any case where any Interest Payment Date, any date established for payment of Defaulted Interest pursuant to Section 307, or any Maturity with respect to any Senior Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Senior Notes) payment of interest, principal or premium, if any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, the date established for payment of Defaulted Interest pursuant to Section 307 or at Maturity, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, the date established for payment of Defaulted Interest pursuant to Section 307 or Maturity, as the case may be, to the next succeeding Business Day.

Section 115.  Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.

The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture or the Senior Notes may be instituted in any state or federal court in New York City and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. The Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (“SCA”) and Corporation Service Company (“CSC”) as the Company’s authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon either or both SCA or any successor (provided, however, that such service upon SCA or any successor shall only be required by this Section 115 so long as SCA or such successor maintains an office at the address set forth herein or at another address in New York City which the Company has designated by written notice to the Trustee) at its office at 1155 Avenue of the Americas, 30th Floor, New York, New York 10036, and CSC or any successor at its office at 80 State Street, Albany, New York 12207-2543 (or such other address in the State of New York as the Company may designate by written notice to the Trustee) and written notice of such service to the Company marked or delivered to either or both SCA (subject to the foregoing proviso) and CSC at their addresses set forth herein shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 115 shall affect the right of any party hereto to

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serve process in any manner permitted by law or limit the right of any party hereto to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of SCA and CSC in full force and effect so long as this Indenture or any of the Senior Notes shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Senior Notes, to the extent permitted by law.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERIMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 116.  Conversion of Currency.

(a)The Company shall indemnify the Holders against, and the Holders shall have an additional legal claim for, any loss or damage which, consequent upon any judgment being obtained or enforced in respect of the non-payment by the Company of any amount due under or pursuant to this Indenture, arises from any variation in rates of exchange between United States dollars and the currency in which judgment is obtained or enforced between the date such amount became due (or the date of the said judgment being obtained as the case may be) and the date of actual payment of such amount. The indemnity contained in this Section 116 shall apply irrespective of any indulgence granted to the Company from time to time and shall continue in full force and effect notwithstanding any payment by or on behalf of the Company, and any amount due from the Company under this Section 116 will be due as a separate payment and shall not be affected by any judgment being obtained for any other sums due under or in respect of this Indenture.

(b)The term “rate(s) of exchange” shall mean the rate, quoted at noon for transactions in excess of $1,000,000, at which the Holder is able or would have been able on the relevant date to purchase at Morgan Guaranty Trust Company of New York at its main branch in New York City, United States dollars with the judgment currency other than United States dollars referred to in Subsection (a) above and includes any premiums and costs of exchange payable.

Section 117.  No Recourse Against Others.

A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Senior Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting any of the Senior Notes waives and releases all such liability.

ARTICLE TWO

SENIOR NOTE FORMS

Section 201.  Forms Generally.

The Senior Notes and the Trustee’s certificate of authentication shall be in substantially the form annexed hereto as Exhibit A. The Senior Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, notations or other marks of identification and such notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject, or usage. Any portion of the text of any Senior Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of any notation, legend or endorsement on the Senior Notes. Each Senior Note shall be dated the date of its authentication.

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The definitive Senior Notes shall be printed, lithographed or engraved on steel–engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Senior Notes, as evidenced by their execution of such Senior Notes.

The terms and provisions contained in the form of the Senior Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 202.  Securities Issuable in Global Form.

(a)If so specified in the Company Order referred to in Section 303, any amount of the Senior Notes may be issued in the form of one or more permanent Global Securities registered in the name of the Depositary. Such Global Securities shall be substantially in the forms set forth in Exhibit A with such modifications as may be necessary or desirable to reflect the issuance thereof in global form.

(b)Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Senior Note in permanent global form in the manner and upon instructions given by the Person or Persons specified in the form of Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Senior Note in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel.

(c)Payment of principal of and any premium and interest on any Senior Note in permanent global form shall be made to the Person or Persons specified in the form of Senior Note. The Company, the Trustee and any agent of the Company and the Trustee shall treat the Holder of any permanent Global Security as the owner of such Global Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Global Security and for all other purposes whatsoever, whether or not such Senior Note be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

(d)If at any time, (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation and a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) the Company in its sole discretion determines that no Securities shall be represented by a Global Security or Global Securities and that the provisions of this Section 202 shall no longer apply to any Senior Notes, then in such event this Section 202 shall no longer be applicable to the Senior Notes, and the Company will execute and the Trustee, upon Company Request, will authenticate and deliver Senior Notes in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities in exchange for such Global Security whereupon the Global Security or Global Securities shall be cancelled by the Trustee. Such Senior Notes in definitive registered form issued in exchange for the Global Security or Global Securities pursuant to this Section 202(d) shall be registered in such names and issued in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in compliance with the Trustee’s procedures. Subject to Sections 303 and 304, the Trustee shall deliver such Senior Notes to the Persons in whose names such Senior Notes are so registered.

(e)Any Person having a beneficial interest in the Securities evidenced by one or more Global Securities may cause the Depositary to request the issuance of one or more definitive Senior Note

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certificates in exchange for such Person’s interest in the Global Securities in compliance with the Depositary’s procedures. In such event, the Company will execute, and the Trustee will, subject to Sections 303 and 304, authenticate and deliver to such Person one or more definitive Senior Note certificates in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of such Person’s beneficial interest in the Global Securities that it has requested be exchanged.

ARTICLE THREE

THE SENIOR NOTES

Section 301.  Title and Terms.

The aggregate principal amount at maturity of Senior Notes which may be authenticated and delivered under this Indenture is limited to $                        , except for Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Section 303, 304, 305, 306, 906, 1012, 1013, 1015 or 1108.

The Senior Notes shall be known and designated as the 12 ¹/₂% Senior Notes due 2009, of the Company. In no event shall the aggregate principal amount of the Senior Notes exceed $                       .

The Stated Maturity of the Senior Notes shall be                        , 2009, and they shall bear interest at the rate of 12 ¹/₂% per annum, which interest shall accrue from          , 2003, and shall be payable semiannually on            and               each year commencing                        , 2003, and at said Stated Maturity, to the Holders of record of Senior Notes at the close of business on the              or                 next preceding such Interest Payment Date. Interest on the Senior Notes will accrue from the date of issuance or from the most recent Interest Payment Date to which interest has been paid.

The principal of, and premium, if any, or Interest on, the Senior Notes shall be payable, and, except as described below, the Senior Notes will be exchangeable and transferable, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided that, at the option of the Company, Interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Senior Note Register. For the purpose of paying interest on the Senior Notes, the Company will at all times have appointed and maintain a Paying Agent (which may be the Trustee) which either will have an office or agency in the Borough of Manhattan, City of New York, or will make arrangements for interest checks to be paid at a bank, trust company or other agency located in the Borough of Manhattan, City of New York. The Bank of New York will be initially appointed as Paying Agent for the Senior Notes. Until otherwise designated by the Company, the Company’s office or agency in New York will be the Trustee’s office located at 101 Barclay Street, New York, New York 10286.

The Depositary for the Senior Notes originally issued pursuant to the Offering Memorandum is the Depository Trust Company.

The Senior Notes shall be redeemable as provided in Article Eleven.

The Senior Notes shall not be entitled to the benefits of any sinking fund.

Section 302.  Denominations.

The Senior Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. No service charge will be made for any registration of transfer, exchange or redemption of Senior Notes, except that in certain circumstances a service charge may be levied for any tax or other governmental charge that may be imposed in connection therewith.

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Section 303.  Execution, Authentication, Delivery and Dating.

The Senior Notes shall be executed on behalf of the Company by any one director or officer and the secretary of the Company under the common seal of the Company reproduced thereon. The signature of any of these directors or officers on the Senior Notes may be manual or facsimile.

Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper directors or officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the authentication and delivery of such Senior Notes or did not hold such positions at the date of such Senior Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes directing the Trustee to authenticate the Senior Notes and certifying that all conditions precedent to the issuance of Senior Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Senior Notes as in this Indenture provided and not otherwise. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Senior Notes. Such order shall specify the amount of Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated.

The Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Senior Notes originally issued pursuant to the Prospectus (less the aggregate principal amount, if any, of the Senior Notes originally purchased and delivered in definitive registered form), (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the effect specified in Exhibit A to this Indenture (or in the form required by the Depositary).

The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Each Senior Note shall be dated the date of its authentication.

No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its duly authorized signatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Senior Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Senior Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Senior Notes as specified

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in such request for the purpose of such exchange. If Senior Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Senior Notes, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Senior Notes at the time Outstanding held by such Holder for Senior Notes authenticated and delivered in such new name.

Section 304.  Temporary Senior Notes.

Pending the preparation of definitive Senior Notes as provided in Section 201, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Senior Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the same tenor as the definitive Senior Notes in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the directors or officers executing such Senior Notes may determine, as conclusively evidenced by their execution of such Senior Notes and which may be executed by manual or facsimile signatures to the same extent as set forth in Section 303.

If temporary Senior Notes are issued, the Company will cause definitive Senior Notes to be prepared without unreasonable delay. After the preparation of definitive Senior Notes, the temporary Senior Notes shall be exchangeable for definitive Senior Notes upon surrender of the temporary Senior Notes at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Senior Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Senior Notes of authorized denominations. Until so exchanged, the temporary Senior Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Senior Notes.

Section 305.  Registration; Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Senior Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Senior Notes and of transfers of Senior Notes. Said office or agency is hereby initially appointed “Senior Note Registrar” for the purpose of registering Senior Notes and transfers of Senior Notes as herein provided.

Subject to the provisions of this Section 305 regarding the transfer of interests in the Global Security, upon surrender for registration of transfer of any Senior Note at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Senior Notes of any authorized denomination or denominations of a like aggregate principal amount.

At the option of the Holder, Senior Notes may be exchanged for other Senior Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Senior Notes to be exchanged at such office or agency. Whenever any Senior Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Senior Notes which the Holder making the exchange is entitled to receive.

All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such registration of transfer or exchange.

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Every Senior Note presented or surrendered for registration of transfer, or for exchange or redemption, shall (if so required by the Company or the Senior Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Senior Notes, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than transfers or exchanges pursuant to Section 303, 304, 906, 1012, 1013, 1015 or 1108 not involving any transfer.

The Company shall not be required (a) to issue, register the transfer of or exchange any Senior Note during a period beginning at the opening of business (i) 15 days before the mailing of a notice of redemption of the Senior Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, or (b) to register the transfer of or exchange any Senior Note so selected for redemption in whole or in part, except the unredeemed portion of Senior Notes being redeemed in part.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Senior Notes represented thereby, a Global Security representing all or a portion of the Senior Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible under Section 303, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Senior Notes, will authenticate and deliver, individual Senior Notes in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Senior Notes in exchange for such Global Security or Senior Notes.

If an Event of Default has occurred and is continuing, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and deliver, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for such Global Security or Securities.

The Depositary may surrender a Global Security in exchange in whole or in part for individual Senior Notes registered in the name of a member of, or participant in, the Depositary (an “Agent Member”). Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge to each Person specified by such Depositary a new individual Security or Securities of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security equal to the principal amount of the individual Senior Notes delivered to Holders thereof.

Upon the exchange of a Global Security for individual Senior Notes, such Global Security shall be cancelled by the Trustee. Individual Senior Notes issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the

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Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee and the Company shall not have any liability for the accuracy of the instructions received from the Depositary. The Trustee shall deliver such Senior Notes to the Persons in whose names such Senior Notes are so registered.

Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Paying Agent as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever.

Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder, with respect to (1) the Senior Notes; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect of the principal of or premium or interest on the Senior Notes; (4) any notice which is permitted or required to be given to Holders of Senior Notes under this Indenture; (5) the selection by the Depositary or any such participant of any Person to receive payment in the event of a partial redemption of the Senior Notes; or (6) any consent given or other action taken by the Depositary as Holder of Senior Notes.

Section 306.Mutilated, Destroyed, Lost and Stolen Senior Notes.

If (a) any mutilated Senior Note is surrendered to the Trustee or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Senior Note, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of them harmless, then, in the absence of notice to the Company or the Trustee that such Senior Note has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Senior Note or in lieu of any such destroyed, lost or stolen Senior Note, a replacement Senior Note of like tenor and principal amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Senior Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a replacement Senior Note, pay such Senior Note.

Upon the issuance of any replacement Senior Notes under this Section, the Company may require the payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Senior Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Note shall constitute a contractual obligation of the Company, whether or not the destroyed, lost or stolen Senior Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Senior Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Notes.

Section 307.  Payment of Interest; Interest Rights Preserved.

Interest on any Senior Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Senior Note (or one or more

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Predecessor Senior Notes) is registered at the close of business on the Regular Record Date for such Interest.

Any Interest on any Senior Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (such defaulted interest herein called “Defaulted Interest”), shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Subsection (a) or (b) below:

(a)The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Senior Notes (or their respective Predecessor Senior Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Senior Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder at his address as it appears in the Senior Note Register, not less than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Senior Notes (or their respective Predecessor Senior Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Subsection (b).

(b)The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Senior Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Note shall carry the rights to Interest accrued and unpaid, and to accrue, which were carried by such other Senior Note.

Section 308.  Persons Deemed Owners.

Prior to the time of due presentment for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Senior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal of, and premium, if any, and (subject to Sections 305 and 307) Interest on, such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

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Section 309.  Cancellation.

All Senior Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company shall deliver to the Trustee for cancellation any Senior Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Senior Notes so delivered shall be promptly cancelled by the Trustee. No Senior Notes shall be authenticated in lieu of or in exchange for any Senior Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Senior Notes shall be disposed of by the Trustee in accordance with its customary procedures and certification of their disposal delivered to the Company unless by a Company Order the Company shall direct that cancelled Senior Notes be returned to it.

Section 310.  Computation of Interest.

Interest on the Senior Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 311.  CUSIP and CINS Numbers.

The Company in issuing the Senior Notes may use “CUSIP” and “CINS” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Senior Notes, and any such redemption shall not be affected by an defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “CINS” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further effect as to all Outstanding Senior Notes (except as to surviving rights of registration of transfer or exchange of Senior Notes herein expressly provided for) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such Senior Notes, when

(a)either

(1)all Senior Notes theretofore authenticated and delivered (other than (i) Senior Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Senior Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(2)all such Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable,

and the Company, in the case of (2) above, has irrevocably deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, cash in U.S.

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dollars sufficient to pay and discharge the entire Indebtedness on such Senior Notes not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and Interest to the date of such deposit (in the case of Senior Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(c)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 606 and the penultimate paragraph of Section 1003 hereof shall survive.

Section 402.  Application of Trust Money.

Subject to the provisions of the penultimate paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and Interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

Section 501.  Events of Default.

An “Event of Default” occurs if:

(a)the Company defaults in the payment of Interest on any Senior Note when the same becomes due and payable and such Default continues for a period of 30 days; or

(b)the Company defaults in the payment of the principal of, premium, if any, on any Senior Note when the same becomes due and payable at Maturity; or

(c)the Company defaults in the performance of, or breaches, any covenant, warranty or agreement of the Company under the Senior Notes or hereunder (other than a Default in the performance, or breach, of a covenant, warranty or agreement that is specifically dealt with elsewhere in this Section), and such Default or breach continues for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Senior Notes, a written notice specifying such Default or breach and stating that such notice is a “Notice of Default” hereunder; or

(d)an event of Default shall have occurred with respect to any issue or issues of Indebtedness of the Company or any Subsidiary having an outstanding principal amount of $5,000,000 or more individually or in the aggregate, for all issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, which has caused such Indebtedness of at least $5,000,000 or aggregating at least $5,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration; or

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(e)judgments or orders are rendered against the Company or any Subsidiary which require the payment in money, either individually or in an aggregate amount, that is more than $5,000,000 and such judgments or orders shall remain unsatisfied, unstayed or unbonded (provided that the judgment or order shall only be considered bonded if as a result of such bond no action can be taken to enforce the judgment or order) for 60 days; or

(f)a decree or order is entered by a court having jurisdiction in the premises (i) for relief in respect of the Company or any Material Subsidiary in an involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or similar law or (ii) adjudging the Company or any Material Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Material Subsidiary under the Federal Bankruptcy Code or any other applicable federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors or other similar law, or (iii) appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Material Subsidiary or of any substantial part of any of their properties, or (iv) ordering the winding up or liquidation of any of their affairs, and any such decree or order remains unstayed and in effect for a period of 60 consecutive days; or

(g)the Company or any Material Subsidiary institutes a voluntary case or proceeding under the Federal Bankruptcy Code or any other applicable federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors or similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent, or any of them consents to the entry of a decree or order for relief in respect of the Company or any Material Subsidiary in any involuntary case or proceeding under the Federal Bankruptcy Code or any other applicable federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors or similar law or to the institution of bankruptcy or insolvency proceedings against the Company or any Material Subsidiary, or any of them files a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or similar law, or any of them consents to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of any of the Company or any Material Subsidiary or of any substantial part of its property, or any of them makes an assignment for the benefit of creditors, or any of them admits in writing its inability to pay its debts generally as they become due or any of them takes corporate action in furtherance of any such action; or

(h)the Company or any Material Subsidiary which is not a U.S. corporation makes an application for an administrative order or convenes any meeting of its members or creditors or takes any other steps (under any applicable law relating to bankruptcy, insolvency, liquidation, winding-up, reorganization or similar proceedings) with a view to the liquidation, winding-up, dissolution, receivership, administration, reorganization or amalgamation of the Company or such Material Subsidiary or with a view to proposing any kind of composition, scheme of arrangement or other compromise or arrangement with its creditors generally other than solvent amalgamations and similar reorganizations otherwise permitted under Article Eight hereof; or

(i)with respect to the Company or any Material Subsidiary that is not a U.S. corporation, (i) an application for an administrative order in relation to the Company or such Material Subsidiary is presented to a court having jurisdiction in the premises; (ii) an administrative or other receiver or any manager is appointed by a court having jurisdiction in the premises with respect to the Company or such Material Subsidiary or all or any substantial part of their respective property; or (iii) a petition is presented to a court having jurisdiction in the premises by any person requesting the liquidation, dissolution or winding-up of the Company or such Material Subsidiary; and, in the case of each of clauses (i) through (iii) above, such application,

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appointment or petition is not revoked, discharged or dismissed or the related proceedings not stayed, as the case may be, within 60 days; or

(j)there occurs, in relation to the Company or any Material Subsidiary which is not a U.S. corporation, in any courts having jurisdiction in the premises of any country or territory in which it carries on business or to the jurisdiction of whose courts it or a substantial portion of its property is subject any event or proceeding which corresponds in that country or territory with any of those mentioned in sub-clauses (f) to (i) inclusive (subject to the same exceptions provided in said sub-clauses and the passage of analogous time periods); or

(k)there is a Default in the performance or breach of any of the provisions of Article Eight or Section 1012.

Section 502.  Acceleration of Maturity; Rescission.

(a)If an Event of Default (other than an Event of Default specified in Section 501(f) through 501(j)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Senior Notes then Outstanding by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, and premium, if any, and accrued Interest on, all the Senior Notes to be due and payable immediately, and upon any such declaration such principal, premium and accrued Interest shall become immediately due and payable. Thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of Holders of the Senior Notes by appropriate judicial proceeding.

(b)If an Event of Default specified in any of Sections 501(f) through 501(j) occurs and is continuing, the amounts described in clause (a) above shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(c)After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, by written notice to the Company and the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Senior Notes may annul a declaration of acceleration of the Senior Notes, provided, in each case, that (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue Interest on all Senior Notes, (iii) the principal of and premium, if any, on the Senior Notes, which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Senior Notes and (iv) to the extent that payment of such interest is lawful, interest upon overdue Interest at the rate borne by the Senior Notes; and (b) all Events of Default, other than the non-payment of principal of the Senior Notes which have become due solely by the declaration of acceleration, have been cured or waived.

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(a)Default is made in the payment of any Interest on any Senior Note when such Interest becomes due and payable, and such Default continues for a period of 30 days, or

(b)Default is made in the payment of the principal of, or premium, if any, on any Senior Note at the Maturity thereof,

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the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Notes, the whole amount then due and payable on such Senior Notes for principal, premium, if any, and Interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of Interest, at the rate borne by the Senior Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Senior Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Senior Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights.

Section 504.  Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Senior Notes or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Senior Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a)to file and prove a claim for the whole amount of principal, premium, if any, and Interest owing and unpaid in respect of the Senior Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b)to collect and receive any moneys, securities or other property payable or deliverable upon the exchange of the Senior Notes in connection with any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any proposal, plan of reorganization, arrangement, adjustment or composition or other similar arrangement affecting the Senior Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 505.  Trustee May Enforce Claims Without Possession of Senior Notes.

All rights of action and claims under this Indenture or the Senior Notes may be prosecuted and enforced by the Trustee without the possession of any of the Senior Notes or the production thereof in

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any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Senior Notes in respect of which such judgment has been recovered.

Section 506.  Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or closing Interest, upon presentation of the Senior Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 606;

SECOND: To the payment of the amounts then due and unpaid upon the Senior Notes for principal, premium, if any, and Interest in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Senior Notes for principal, premium, if any, and Interest; and

THIRD: The balance, if any, to the Company.

Section 507.  Limitation on Suits.

No Holder of Senior Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or such Senior Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a)such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b)a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder shall have been made by not less than 25% in principal amount of the Senior Notes then Outstanding;

(c)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Senior Notes;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture except in the manner provided in this Indenture and for the equal and ratable benefit of all the Holders.

Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Senior Note shall have the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and (subject to Section 307) Interest on, such Senior Note on the respective due dates expressed in such Senior Note (or, in the case of redemption, on the Redemption Date) and to institute suit for

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the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative.

Except as provided in Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Senior Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 512.  Control by Holders.

The Holders of a majority in principal amount of the Senior Notes then Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided, however, that

(a)such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability, and

(b)subject to the provisions of Trust Indenture Act Section 315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 513.  Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Senior Notes then Outstanding may, on behalf of all Holders of Senior Notes, waive any past Default or Event of Default hereunder and its consequences, except a Default or Event of Default

(a)in the payment of the principal of, or premium, if any, or interest on, any Senior Note, or

(b)in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Senior Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 514.  Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Senior Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest on, any Senior Note on or after the respective Stated Maturities expressed in such Senior Note (or, in the case of redemption, on or after the Redemption Date), or to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Senior Notes.

Section 515.  Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

Section 601.  Notice of Defaults.

Within 90 days after the occurrence of any Default that is known to the Trustee, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Senior Note Register, notice of such Default, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of, or premium, if any, or Interest on, any Senior Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided further that, in the case of any Default or breach of the character specified in Section 501(c), no such notice to Holders shall be given until at least 30 days after the occurrence thereof.

Section 602.  Certain Rights of Trustee.

Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d):

(a)the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

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(c)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;

(i)the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within the rights or powers conferred upon it by this Indenture;

(j)the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior Notes and this Indenture;

(k)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and

(l)the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 603.  Not Responsible for Recitals or Issuance of Senior Notes.

The recitals contained herein and in the Senior Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no

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responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or application by the Company of the proceeds from the issuance of the Senior Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Senior Notes and perform its obligations hereunder and that, if and when the Company seeks to qualify this Indenture under the Trust Indenture Act, the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company will be true and accurate, subject to the qualifications set forth therein.

Section 604.  May Hold Senior Notes.

The Trustee and any Paying Agent, Senior Note Registrar or other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Senior Notes and, subject to Trust Indenture Act Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Senior Note Registrar or such other agent.

Section 605.  Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writting with the Company.

Section 606.  Compensation and Reimbursement.

The Company agrees:

(a)to pay to the Trustee from time to time such compensation as shall be agreed between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c)to indemnify each of the Trustee and any predecessor for, and to hold it harmless against, any and all loss, damage, claim, liability or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by any Holder or the Company or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim prior to the Senior Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Senior Notes.

If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 501(f) through (j), the expenses and compensation for such services are intended to constitute expenses of administration under the Federal Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

The provisions of this Section shall survive the termination of this Indenture.

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Section 607.  Conflicting Interests.

The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 608.  Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under Trust Indenture Act Section 310(a)(1) and which shall have a combined capital and surplus of at least $50,000,000 and have its Corporate Trust Office located in The City of New York (or if its Corporate Trust Office shall not be located in The City of New York, which shall maintain an office in The City of New York where the Senior Notes may be presented or surrendered and notices and demands hereunder may be made or served) to the extent there is such an institution eligible and willing to serve. If such corporation publishes reports of condition at least annually pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 609.  Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 610.

(b)The Trustee may, at any time, resign as Trustee by giving written notice to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

(c)The Trustee may, at any time, be removed as Trustee by an Act of the Holders of a majority in principal amount of the Outstanding Senior Notes delivered to the Trustee and the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(d)If at any time:

(1)the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Note for at least six months, or

(2)the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Note for at least six months, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Senior Note who has been a bona fide Holder of a Senior Note for at least six months may, on behalf of himself and all others similarly

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situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 610, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders of the Senior Notes and so accepted appointment, the Holder of any Senior Note who has been a bona fide Holder for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f)The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Holders of Senior Notes as their names and addresses appear in the Senior Note Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 610.  Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; provided, however, that the retiring Trustee shall continue to be entitled to the benefit of Section 606(c). On request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 611.  Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Senior Notes.

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Section 612.  Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor under the Senior Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY

Section 701.  Disclosure of Names and Addresses of Holders.

Every Holder of Senior Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders in accordance with Trust Indenture Act Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Trust Indenture Act Section 312.

Section 702.  Reports by Trustee .

(a)Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Senior Notes, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Senior Note Register, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15 if required by Trust Indenture Act Section 313(a).

(b)A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Senior Notes are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when the Senior Notes are listed on any stock exchange and of any delisting thereof.

Section 703.  Reports by Company.

The Company shall:

(a)file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 1016(c) of this Indenture;

(b)file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c)transmit by mail to all Holders, as their names and addresses appear in the Senior Note Register, (i) within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Trust Indenture Act Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to Subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission and (ii) within 30 days after the mailing thereof to shareholders of the Company, all reports and other documents sent by the Company to its shareholders.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any

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information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not amalgamate or consolidate with, or merge with or into, any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to any Person or group of affiliated Persons unless at the time and after giving effect thereto:

(i)either (a) the Company shall be the continuing company or corporation or (b) the Person (if other than the Company) formed by such amalgamation, consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or disposition shall have been made (the “Surviving Entity”), is a company or corporation duly organized and validly existing under the laws of the Islands of Bermuda, the United States of America, any state thereof or the District of Columbia and shall, in either case, expressly assume by supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Senior Notes and this Indenture, and this Indenture shall remain in full force and effect;

(ii)immediately prior to such transaction, and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;

(iii)except as provided for in Section 1018, the Consolidated Net Worth of the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture), on a pro forma basis after giving effect to such transaction, is not less than the Consolidated Net Worth of the Company immediately prior to such transaction;

(iv)except as provided for in Section 1018, immediately after giving effect to such transaction on a pro forma basis, the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 1007 (excluding Permitted Indebtedness);

(v)the Surviving Entity formed by such amalgamation, consolidation, merger, conveyance, transfer or lease (if such person is organized and validly existing under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia) agrees to indemnify the Holder of each Senior Note against (a) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such amalgamation, consolidation, merger, conveyance, transfer or lease and (b) any costs or expenses of the act of such amalgamation, consolidation, merger, conveyance, transfer or lease; and

(vi)the Company has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if one is required by this Section 801, comply with this Section 801 and that all conditions precedent herein provided for relating to such transaction have been complied with.

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Section 802.  Successor Substituted.

Upon any amalgamation or consolidation or merger or any sale, assignment, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 801, the successor Person formed by such amalgamation or consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto in form satisfactory to the Trustee, for any of the following purposes:

(a)to evidence the succession in accordance with Section 801 of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Senior Notes;

(b)to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein or in the Senior Notes conferred upon the Company;

(c)to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that, in each case, such provisions shall not adversely affect the interests of the Holders;

(d)to secure the Senior Notes;

(e)to make any other change that does not adversely affect the rights of any Holder;

(f)to comply with the requirements of the Commission under the Trust Indenture Act; or

(g)to evidence the appointment of a successor Trustee upon the resignation or removal of the Trustee as Trustee, as provided in Section 609 of the Indenture.

Section 902.  Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Senior Notes, by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or waiving or modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Senior Note affected thereby:

(a)change the Stated Maturity of the principal of, or any installment of Interest on, any Senior Note or reduce the principal amount thereof or reduce the rate of interest or any premium payable upon the redemption thereof, or reduce any Additional Amounts payable, if any, or change the coin or currency in which the principal of any Senior Note or any premium or the Interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the

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Redemption Date) or modify the obligation of the Company to purchase Senior Notes upon a Change of Control; or

(b)reduce the percentage in principal amount of the Outstanding Senior Notes, the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture; or

(c)modify any of the provisions of this Section or Section 513 or Section 1017, except to increase the percentage or principal amount of Outstanding Senior Notes the consent of whose Holders is required for the actions described in such sections, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Senior Note affected thereby.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 903.  Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Trust Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Senior Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905.  Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act, as then in effect.

Section 906.  Reference in Senior Notes to Supplemental Indentures.

Senior Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Senior Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Senior Notes.

ARTICLE TEN

COVENANTS

Section 1001.  Payment of Principal, Premium, Interest and Additional Amounts.

(a)The Company will duly and punctually pay the principal of, and premium, if any, and Interest on, the Senior Notes in accordance with the terms of the Senior Notes and this Indenture.

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(b)The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company is incorporated or resident for tax purposes shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Company under the Senior Notes, then the Company will pay to the Holder of a Senior Note as supplemental interest such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Senior Note who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Senior Note to which such Holder is entitled; provided, however, that the Company shall not be required to make any payment of Additional Amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the jurisdiction in which the Company is incorporated or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) or (ii) for or on account of:

(A)any tax, assessment or other governmental charge which would not have been imposed but for (x) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (y) the presentation of a Senior Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(B)any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

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(C)any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, or premium, if any, or interest on, the Senior Notes;

(D)any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Senior Note with a request of the Company addressed to the Holder (x) to provide information, documents and other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirement, which, in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

(E)any combination of items (A), (B), (C) and (D);

nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Senior Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdictions in which the Company is incorporated or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Senior Note.

Whenever in this Indenture (including, without limitation, the form of Senior Note set forth in Exhibit A attached hereto) there is mentioned, in any context, the payment of the principal of, or any premium or Interest on, or in respect of, any Senior Note or the net proceeds received on the sale or exchange of any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

At least ten days prior to the first Interest Payment Date, and at least ten days prior to each date of payment of principal and any premium or Interest, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or Interest on the Senior Notes shall be made to Holders of Senior Notes without withholding for or on account of any tax, assessment or other governmental charge described in the Senior Notes. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Senior Notes and the Company will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

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Section 1002.  Maintenance of Office or Agency.

The Company will maintain, in The City of New York, an office or agency where Senior Notes may be presented or surrendered for payment, where Senior Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Senior Notes and this Indenture may be served. If the Corporate Trust Office is located in the City of New York, then it shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Senior Notes may be presented or surrendered for any or all such purposes, and may from time to time rescind such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such office or agency.

Section 1003.  Money for Senior Note Payments to Be Held in Trust; Designation of Paying Agent.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or premium, if any, or Interest on, any of the Senior Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or Interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for the Senior Notes, it will, on or before each due date of the principal of, or premium, if any, or Interest on, any Senior Notes, deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal, premium, if any, or Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or Interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a)hold all sums held by it for the payment of the principal of, or premium, if any, or Interest on, Senior Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b)give the Trustee notice of any Default by the Company (or any other obligor upon the Senior Notes) in the making of any payment of principal, premium, if any, or Interest; and

(c)at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying

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Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or premium, if any, or Interest on, any Senior Note and remaining unclaimed for two years after such principal, premium, if any, or Interest has become due and payable shall be paid to the Company on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Senior Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

The Company hereby initially designates the Trustee to act as Paying Agent hereunder.

Section 1004.  Corporate Existence.

Subject to Article Eight, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Subsidiary of the Company and the corporate rights (charter and statutory), corporate licenses and corporate franchises of the Company and its Subsidiaries; provided that the Company shall not be required to preserve any such existence (except of the Company), right, license or franchise if the Board of Directors of the Company, or of the Subsidiary concerned, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or such Subsidiary and that the loss thereof is not disadvantageous in any material respect to the Holders.

Section 1005.  Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any of its Subsidiaries and (b) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a Lien upon the property of the Company or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted and in respect of which appropriate reserves are being maintained in accordance with GAAP consistently applied.

Section 1006.  Maintenance of Properties.

The Company shall cause all properties owned by, or leased to, it or any Subsidiary of the Company and necessary in the conduct of its business or the business of such Subsidiary to be maintained and kept in normal condition, repair and working order, ordinary wear and tear excepted; provided, however, that nothing in this Section shall prevent the Company or any Subsidiary of the Company from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors or the board of directors of the Subsidiary concerned, or of any officer of the Company or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Subsidiary of the Company and if such discontinuance or disposal is not adverse in any material respect to the Holders of the Senior Notes.

The Company shall provide or cause to be provided, for itself and any Subsidiaries of the Company, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties in the same general areas in which the Company or such Subsidiaries operate.

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Section 1007.  Limitation on Indebtedness.

Except as provided for in Section 1018, the Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness (excluding Permitted Indebtedness) unless, at the time of such Incurrence and after giving effect thereto on a pro forma basis, SCL’s Cash Flow Coverage Ratio for the Reference Period would have equaled or exceeded 1.75 to 1.0.

Section 1008.  Limitation on Restricted Payments.

(a)Except as provided for in Section 1018, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly,

(i)declare or pay any dividend on, or make any distribution to holders of, any shares of its or such Subsidiary’s Capital Stock (other than dividends or distributions payable in shares of its or such Subsidiary’s Capital Stock or in options, warrants or other rights to purchase such Capital Stock, but excluding dividends or distributions payable in Redeemable Capital Stock or in options, warrants or other rights to purchase Redeemable Capital Stock),

(ii)purchase, redeem or acquire or retire for value, any Capital Stock of the Company or any Subsidiary or any options, warrants or other rights to acquire such Capital Stock (except pursuant to mandatory sinking fund requirements or at the Stated Maturity thereof, which payments may be made at any time during the year prior to the required sinking fund payment date or Stated Maturity),

(iii)make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Company that is subordinated in right of payment to the Senior Notes (except pursuant to mandatory sinking fund requirements or at the Stated Maturity thereof, which payments may be made at any time during the year prior to the required sinking fund payment date or Stated Maturity), or

(iv)make any Investment (other than any Permitted Investment) in any Person other than a Subsidiary and other than a Person which becomes a Subsidiary as a result of such Investment

(such payments or other actions described in the foregoing clauses (i) through (iv) are collectively referred to as “Restricted Payments”), unless at the time of and after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than cash, shall be as determined by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution), (1) no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Restricted Payment, (2) the Company could Incur at least $1.00 of additional Indebtedness under Section 1007 (excluding Permitted Indebtedness) and (3) the aggregate amount of all Restricted Payments declared or made after July 1, 1996 (the date of the indenture providing for the 10 ¹/₂% Senior Notes) shall not exceed the sum of:

(A)50% of the aggregate cumulative Consolidated Net Income Available for Restricted Payments accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 1993 and ending on the last day of the Company’s last fiscal quarter ending prior to the date of such proposed Restricted Payment (or, if such aggregate cumulative Consolidated Net Income Available for Restricted Payments shall be a loss, minus 100% of such loss), plus

(B)the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by the Board of Directors), received after February 1, 1998 (the date of the indenture providing for the 7 ⁷/₈% Senior Notes) by the Company from the issuance or sale (other than to any of its Subsidiaries) of shares of Capital Stock of the Company (other than

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Redeemable Capital Stock) or warrants, options or rights to purchase such shares of Capital Stock of the Company (other than Redeemable Capital Stock), plus

(C)the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by the Board of Directors), received after February 1, 1998 by the Company (other than from any of its Subsidiaries) upon the exercise of options, warrants or rights to purchase shares of Capital Stock of the Company (other than Redeemable Capital Stock), plus

(D)the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined by the Board of Directors), received after February 1, 1998 by the Company from the issue or sale of debt securities or Redeemable Capital Stock that, in either case, have been converted into or exchanged for Capital Stock of the Company (other than Redeemable Capital Stock), plus the aggregate cash received by the Company at the time of such conversion or exchange, plus

(E)an amount equal to the net reduction after February 1, 1998 in Investments in any third Person not a Subsidiary of the Company resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Subsidiary from any such third Person, but only to the extent such payments (i) were not otherwise included in the Consolidated Net Income of SCL, (ii) were not deducted from the Investment of the Company in any third Person not a Subsidiary pursuant to clause (iv) of the definition of Permitted Investments and (iii) do not exceed in the case of any such third Person the amount of Investments previously made by the Company or any Subsidiary in such third Person, plus

(F)$15,000,000.

(b)The foregoing clause (a) will not be violated by reason of and will not take into account:

(i)the payment of any dividend within 60 days after the date of declaration thereof, if at such declaration date such declaration complied with the foregoing provision (in which event such dividend shall be deemed to have been paid on such date of declaration thereof for purposes of the foregoing provision),

(ii)a Restricted Payment by a Subsidiary to the Company or to another Subsidiary of the Company or by the Company to a Subsidiary of the Company, provided that any Restricted Payment by a Subsidiary of the Company relating to Capital Stock held by the Company or a Subsidiary of the Company shall also be permitted to be made to Persons other than the Company or a Subsidiary of the Company so long as such Restricted Payment is made to the Company or such Subsidiary of the Company and such other Person pro rata based on the ownership interests in such Capital Stock of the Company or such Subsidiary, on the one hand, and such other Person, on the other hand,

(iii)the issuance of Capital Stock (other than Redeemable Capital Stock) upon the exercise by employees of options issued pursuant to employee benefit plans, or

(iv)so long as no Default or Event of Default is in existence,

(A)the acquisition or retirement for value of any shares of Capital Stock or Subordinated Indebtedness prior to a Stated Maturity of such Indebtedness by exchange for, or upon conversion of, or out of the proceeds of the substantially concurrent sale for cash (other than to a Subsidiary) of, other shares of Capital Stock (other than Redeemable Capital Stock) of the Company or Indebtedness of the type, and satisfying the requirements, described in clause (ix) of the definition of Permitted Indebtedness (except that any Indebtedness of the Company issued in exchange for the Series A

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Debentures or the Series B Debentures shall only be required to satisfy the requirements that (xx) immediately after giving effect to such exchange, no Default or Event of Default shall have occurred and be continuing, and (yy) the Average Life to Stated Maturity and Stated Maturity of such Indebtedness must exceed the Average Life to Stated Maturity and Stated Maturity of the Senior Notes, respectively),

(B)the payment of a dividend on Preferred Shares (including Redeemable Capital Stock) outstanding on the date of this Indenture and Preferred Shares issued to refinance such Preferred Shares as permitted by preceding clause (A) at rates not in excess of those set forth in the terms of such Preferred Shares on the date hereof, and

(C)the payment of dividends on Redeemable Capital Stock issued after the date of this Indenture.

Notwithstanding anything to the contrary herein, the aggregate net proceeds, including the Fair Market Value of property other than cash, received by the Company from the issuance or sale of shares of Capital Stock (other than Redeemable Capital Stock) of the Company pursuant to clauses (iii) and (iv)(A) above shall not be counted for purposes of increasing the available amount of Restricted Payments pursuant to clause (a)(3)(B) above.

Section 1009.  Transactions with Affiliates.

Except as provided for in Section 1018, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services, the entering into of any contract, agreement or understanding, any Investment, or the payment of any compensation) with any Affiliate of the Company (other than a Subsidiary thereof) unless (i) such transaction or series of transactions is or are on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than could have been obtained at the time of such transaction or transactions in a comparable transaction in arm’s-length dealings with an unaffiliated third party and (ii) with respect to any transaction or series of transactions involving aggregate payments in excess of $15,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and that such transaction or series of transactions has received the approval of a majority of the disinterested directors of the Board of Directors and for which the Company or such Subsidiary delivers to the Trustee a written opinion of a recognized independent financial advisor, auditing or appraisal firm stating that the transaction is fair to the Company or such Subsidiary from a financial point of view or in the case of the sale by the Company or a Subsidiary of an asset, that the consideration received for such asset equals or exceeds the appraised value of such asset, or in the case of a purchase by the Company or a Subsidiary of an asset, that the consideration paid for such asset equals or does not exceed the appraised value of such asset, provided that the foregoing restriction shall not apply to transactions pursuant to agreements, in place and as in place as of the date hereof, disclosed or described in the Prospectus or in the Company’s Annual Report on Form 10-K to the Commission for the year ended December 31, 2002, and any extensions of such agreements and any replacements of such agreements, provided such replacements have substantially similar terms to the agreements being replaced.

Section 1010.  Restriction on Preferred Shares of Subsidiaries.

Except as provided for in Section 1018, the Company will not permit any of its Subsidiaries to issue any Preferred Shares (other than Redeemable Capital Stock, to the extent such Redeemable Capital Stock is otherwise permitted to be issued in accordance with the terms of this Indenture) or warrants, options or other rights to purchase or otherwise acquire any Preferred Shares of such Subsidiary (other than Redeemable Capital Stock, to the extent such Redeemable Capital Stock is otherwise permitted to be issued in accordance with the terms of this Indenture) or permit any Person

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to own or hold an interest in any Preferred Shares of such Subsidiary (other than Redeemable Capital Stock, to the extent such Redeemable Capital Stock is otherwise permitted to be issued in accordance with the terms of this Indenture), provided, however, that this Section 1010 shall not restrict any Subsidiary from issuing Preferred Shares to and held by the Company or a wholly owned Subsidiary of the Company.

Section 1011.  Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.

The Company will not, and will not permit any Material Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary to (a) pay dividends or make any other distribution on its Capital Stock, (b) pay any Indebtedness owed to the Company or any Subsidiary, (c) make loans or advances to the Company or any Subsidiary or (d) transfer any of its property or assets to the Company or any Subsidiary, except (i) any encumbrance or restriction with respect to a Subsidiary that is not a Subsidiary of the Company on the date hereof, in existence at the time such Person becomes a Subsidiary of the Company or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not created in contemplation of such Person becoming a Subsidiary; (ii) any encumbrance or restriction with respect to a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of assets and the financing thereof; (iii) any encumbrance or restriction arising under or by reason of applicable law; (iv) any restriction on the ability of a Subsidiary to transfer an asset or property to the extent such restriction arises pursuant to a security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (v) any encumbrance or restriction pursuant to any agreement that extends, refinances, renews or replaces any agreement containing any of the restrictions described in the foregoing clauses (i), (ii) and (iv), provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Senior Notes than those under or pursuant to the agreement extended, refinanced, renewed or replaced. The Incurrence of Indebtedness shall not be considered the creation, existence or effectiveness of a consensual encumbrance or restriction merely because the obligation to repay such Indebtedness may limit such Subsidiary’s cash flow available to make any of the payments described in clauses (a) through (d) above.

Section 1012.  Purchase of Senior Notes upon Change of Control.

(a)If there shall have occurred a Change of Control, the Senior Notes shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a Business Day that is not earlier than 45 days nor later than 60 days from the date the Change of Control Notice referred to below is given to Holders of the Senior Notes or such later date as may be necessary for the Company to comply with requirements under the Exchange Act (such date, or such later date, being the “Change of Control Purchase Date”), at a purchase price in cash (the “Change of Control Purchase Price”) in an amount equal to 101% of the principal amount of such Senior Notes plus accrued and unpaid Interest (including any Defaulted Interest), if any, to the Change of Control Purchase Date, subject to satisfaction by or on behalf of the Holder of the Senior Notes of the requirements set forth in Section 1012(c).

(b)Within 30 days after the occurrence of a Change of Control, the Company shall give written notice of such Change of Control (a “Change of Control Notice”) to the Trustee, and the Trustee shall promptly upon its receipt of such notice give a copy of such notice to Holders of the Senior Notes in the manner specified in Section 107. The Trustee shall be under no obligation to ascertain the occurrence of a Change of Control or to give notice with respect thereto other than as provided above upon receipt of a Change of Control Notice from the Company. The Change of

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Control Notice shall include a form of Change of Control Purchase Notice to be completed by the Holder of the Senior Notes and shall state:

(i)the events causing the Change of Control and the date such Change of Control is deemed to have occurred for purposes of this Section 1012;

(ii)the date by which a Holder of the Senior Notes must give a Change of Control Purchase Notice;

(iii)the Change of Control Purchase Price;

(iv)the Change of Control Purchase Date;

(v)that any Senior Note not purchased will continue to accrue interest;

(vi)that the Company will pay the Change of Control Purchase Price, promptly following the Change of Control Purchase Date, for any Senior Notes that have been properly tendered and not withdrawn; and

(vii)the procedures a Holder of the Senior Notes must follow to exercise rights under this Section 1012 and a brief description of those rights and the limitations on such rights set forth in this Section 1012.

(c)A Holder of the Senior Notes may exercise its rights specified in Section 1012(a) upon (i) delivery to any Paying Agent of a written notice (a “Change of Control Purchase Notice”) at any time prior to the close of business on the Change of Control Purchase Date, stating (A) the certificate number of the Senior Note that the Holder of the Senior Notes will deliver to be purchased and (B) the portion of the principal amount of the Senior Note that the Holder of the Senior Notes will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof and (ii) delivery of such Senior Note to such Paying Agent at the office specified for such purpose in the Change of Control Notice prior to, on or after the Change of Control Purchase Date (together with all necessary endorsements), such delivery being a condition to receipt by the Holder of the Senior Notes of the Change of Control Purchase Price therefor; provided, however, that such Change of Control Purchase Price shall be so paid only if the Senior Note so delivered to such office shall conform in all respects to the description thereof set forth in the related Change of Control Purchase Notice. A Change of Control Purchase Notice may be withdrawn by delivering to the Paying Agent, not later than the close of business on the third Business Day immediately preceding the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Senior Notes, the principal amount of Senior Notes covered by the Change of Control Purchase Notice, and a statement that such Holder of the Senior Notes is withdrawing his election to have such Senior Notes purchased. If a Holder of the Senior Notes has elected to deliver to the Company for purchase a portion of a Senior Note and not timely withdrawn such election, and if the principal amount of such portion is $1,000 or an integral multiple of $1,000, the Company shall purchase such portion from the Holder thereof pursuant to this Section 1012. Provisions of this Indenture that apply to the purchase of all of a Senior Note also apply to the purchase of a portion of such Senior Note. Each Paying Agent shall promptly notify the Company of the receipt by the former of any and all Change of Control Purchase Notices.

(d)Upon receipt by any Paying Agent of a Change of Control Purchase Notice which is not timely withdrawn, the Holder of the Senior Note in respect of which such Change of Control Purchase Notice was given shall thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Senior Note. Such Change of Control Purchase Price shall be paid to such Holder promptly following the later of the Business Day following the Change of Control Purchase Date (provided the conditions in Section 1012(c) have been satisfied) and the

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time of delivery of such Senior Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required by Section 1012(c).

(e)On or prior to the Change of Control Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in same day funds (or New York Clearing House funds if such deposit is made prior to the Change of Control Purchase Date) sufficient to pay the Change of Control Purchase Price of all the Senior Notes or portions thereof which are to be purchased on that date.

(f)Upon surrender of any such Senior Note for purchase in accordance with the foregoing provisions, such Senior Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of Interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Senior Notes, or one or more Predecessor Senior Notes, registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 307. If any Senior Note tendered for purchase shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Purchase Date at the rate borne by such Senior Note.

(g)Any Senior Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note, without service charge, one or more new Senior Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Senior Note so surrendered that is not purchased.

Section 1013.  Disposition of Proceeds of Asset Sales.

Except as provided for in Section 1018,

(a)the Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless

(i)the Company or such Subsidiary, as the case may be, receives consideration (including by way of the purchaser assuming Indebtedness of the Company or any of its Subsidiaries) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of,

(ii)if the Fair Market Value of such Asset Sale exceeds $25,000,000, at least 75% of such consideration consists of cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), Cash Equivalents or the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser, provided that, in the event of a sale by the Company or any of its Subsidiaries of a hotel, the Fair Market Value of which exceeds $25,000,000, at least 75% of such consideration consists of (A) cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), (B) Cash Equivalents, (C) the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser or (D) Indebtedness of the purchaser or any Subsidiary of the purchaser secured by a perfected first mortgage on the hotel being sold, and

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(iii)no Default or Event of Default exists or would exist after giving effect to such Asset Sale.

(b)To the extent that the Net Cash Proceeds from any Asset Sale are not applied to permanently repay Senior Indebtedness (including the Senior Notes), and permanently reduce the commitments under the instruments governing the Indebtedness so repaid, the Company or such Subsidiary, as the case may be, may commit to apply the Net Cash Proceeds from such Asset Sale, within 180 days of such Asset Sale (and in fact apply such Net Cash Proceeds within 360 days of such Asset Sale), to an Investment in properties and assets that will be used in the businesses of the Company and its Subsidiaries as permitted or engaged in on the date of this Indenture or in businesses similar or related thereto (“Replacement Assets”). Any Net Cash Proceeds from any Asset Sale that are not applied to pay, acquire or retire Senior Indebtedness, and are either not committed to an Investment in Replacement Assets within 180 days of such Asset Sale or, if committed within such 180-day period, are not invested in Replacement Assets within such 360-day period, constitute “Excess Proceeds”, provided that, in the event that the Company is required to make and completes an Excess Proceeds Offer (as defined in Subsection 1013(c)), upon such completion, the amount of Excess Proceeds will be reset to zero and thereafter recalculated from time to time according to the provisions of this Section 1013. The Trustee shall be under no obligation to ascertain the existence of Excess Proceeds resulting from any Asset Sale.

(c)If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer totals at least $10,000,000, the Company must, not later than the fifteenth Business Day of such month, make an offer (an “Excess Proceeds Offer”) to purchase from the holders of public, unsecured Indebtedness that is not Subordinated Indebtedness (including from the Holders of the Senior Notes on a pro rata basis an aggregate principal amount of such Indebtedness equal to the Excess Proceeds on such date, at a purchase price in cash equal to 100% of the principal amount of such Indebtedness, plus accrued and unpaid interest (if any) (including Defaulted Interest) to the date of purchase (the “Excess Proceeds Payment”). If the aggregate principal amount of such Indebtedness validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Indebtedness to be purchased will be selected on a pro rata basis.

At any time that the Company is required to commence an Excess Proceeds Offer, it shall mail a form of letter of transmittal and a notice to the Trustee and each Holder of Senior Notes receiving such Excess Proceeds Offer, which notice shall state:

(i)that the Excess Proceeds Offer is being made pursuant to this Section 1013 and that all Senior Notes validly tendered will be accepted for payment on a pro rata basis together with all other public, unsecured Indebtedness which is not Subordinated Indebtedness;

(ii)the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 40 days from the date such notice is mailed and which shall be a date prior to the date of purchase, if any, established by the Company for the purchase of any Indebtedness subordinated to the Senior Notes pursuant to any covenant or other provision similar to this Section 1013) (the “Excess Proceeds Payment Date”);

(iii)that any Senior Notes not tendered will continue to accrue interest;

(iv)that, unless the Company defaults in the payment of the Excess Proceeds Payment, any Senior Notes accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Excess Proceeds Payment Date;

(v)that Holders electing to have Senior Notes purchased pursuant to the Excess Proceeds Offer will be required to surrender the evidence of such Senior Notes, together with a properly completed copy of the form of letter of transmittal enclosed therewith, to the

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Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Excess Proceeds Payment Date;

(vi)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the type and principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Notes purchased; and

(vii)that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes, with identical terms and equal in principal amount to the unpurchased portion of the Indebtedness surrendered; provided that all Senior Notes purchased and each new evidence of Senior Notes issued shall be in an original principal amount of $1,000 or an integral multiple thereof.

On or prior to the date notice is mailed to the Trustee and each holder of Senior Notes receiving such Excess Proceeds Offer, the Company shall furnish the Trustee with an Officers’ Certificate stating the amount of the Excess Proceeds Payment.

On the Excess Proceeds Payment Date, the Company shall:

(i)accept for payment on a pro rata basis public, unsecured Indebtedness, that is not Subordinated Indebtedness (including the Senior Notes), or portions thereof tendered pursuant to the Excess Proceeds Offer;

(ii)deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted; and

(iii)deliver, or cause to be delivered, to the Trustee all Senior Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Senior Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new evidence of Senior Notes of the same tenor and equal in principal amount to any unpurchased portion of the Senior Note surrendered; provided that all Senior Notes purchased and each new evidence of Senior Notes issued shall be in an original principal amount of $1,000 or an integral multiple thereof.

The Company will publicly announce the results of the Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment Date. For purposes of this Section 1013, the Trustee shall act as the Paying Agent.

The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable, in the event that an Asset Sale occurs and the Company is required to purchase Indebtedness as described in this Section 1013.

(d)Notwithstanding anything in Section 1013(c), to the extent that the aggregate principal amount of public, unsecured Indebtedness that is not Subordinated Indebtedness (including the Senior Notes) tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds available for such Excess Proceeds Offer, the Company may use such amount for the purchase of any Subordinated Indebtedness pursuant to a covenant or other provision similar to this Section 1013 and for general corporate purposes.

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Section 1014.  Conduct of Business.

The Company and its Subsidiaries will not engage in any businesses that are not the same as, or similar or related to, the businesses in which the Company and its Subsidiaries are engaged on July 1, 1996.

Section 1015.  Maintenance of Consolidated Tangible Net Worth.

Except as provided for in Section 1018, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder.

Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 1015. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date.

The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:

(1)the Offer is being made pursuant to this Section 1015 and that Senior Notes will be accepted for payment on a pro rata basis;

(2)the purchase price and the Purchase Date;

(3)that any Senior Note not tendered or accepted for payment will continue to accrue Interest;

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(4)that, unless the Company defaults in the payment of the purchase price, any Senior Note accepted for payment pursuant to the Offer shall cease to accrue Interest after the Purchase Date;

(5)that Holders electing to have a Senior Note purchased pursuant to the Offer will be required to surrender the Senior Note, with a properly completed copy of the form of letter of transmittal, to the Paying Agent at the address specified in the notice five Business Days prior to the Purchase Date;

(6)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the close of business on the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Notes purchased; and

(7)that Holders whose Senior Notes are purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portions thereof tendered pursuant to the Offer, of the Senior Notes surrendered.

On the Purchase Date, the Company shall (i) accept for purchase on a pro rata basis Senior Notes or portions thereof tendered pursuant to the Offer in a principal amount not to exceed 10% of the aggregate principal amount of Senior Notes originally issued, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted together with an Officers’ Certificate (A) setting forth calculations demonstrating compliance with clauses (i) and (ii), and (B) stating the Senior Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Senior Notes so accepted payment in an amount equal to the purchase price as specified in an Officers’ Certificate. The Trustee shall promptly authenticate and mail or deliver to each Holder who tendered Senior Notes pursuant to the Offer a new Senior Note equal in principal amount to any unpurchased portion of the Senior Note surrendered. The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. For purposes of this Section 1015, the Trustee shall act as the Paying Agent.

Section 1016.  Statement as to Compliance; Notice of Default; Reporting Requirements.

(a)The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof, a brief certificate of its principal executive officer, principal financial officer or principal accounting officer stating whether, to such officer’s knowledge, the Company is in compliance with all covenants and conditions to be complied with by it under this Indenture. For purposes of this Section 1016, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(b)If a Default has occurred and is continuing, or if the Trustee, any Holder or the trustee for or the holder of any other Indebtedness of the Company (other than Indebtedness in the aggregate principal amount of less than $5,000,000) gives any notice or takes any other action with respect to a claimed Default, the Company shall deliver to the Trustee an Officers’ Certificate specifying such Default, notice or other action within five Business Days of the occurrence of such Default or receipt of such notice; provided, however, that in the event that the Company gives notice of such Default, notice or other action to any other person prior to the fifth Business Day after the occurrence of such Default or receipt of such notice, the Company shall deliver such Officers’ Certificate to the Trustee concurrently with the giving of such notice to such other person.

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(c)So long as the Senior Notes remain outstanding, the Company shall file with the Commission annual reports, quarterly reports and all other information, documents and other reports required to be filed with the Commission under Section 13 and 15(d) of the Exchange Act as if it were a domestic issuer, provided that if the Company does not have a class of securities registered under the Exchange Act (and only if the Company does not have a class of securities registered under the Exchange Act), the Company shall furnish to the Trustee (and, to the extent it is permitted to do so, to the Commission) on a timely basis the financial information which it would be required to file with the Commission under Section 13 of the Exchange Act if it were a domestic issuer with a class of securities registered under the Exchange Act. The Company will furnish to the Trustee, and, to the extent required by law, provide to the Holders, within 15 days after its files them with the Commission copies and/or summaries of such reports and documents.

(d)The Company will provide the Holders with copies of all documents which the Company, from time to time, provides to its shareholders.

Section 1017.  Waiver of Certain Covenants.

The Company may with respect to the Senior Notes omit in any particular instance to comply with any covenant or condition set forth in Sections 1007 through 1011 and Section 1014 if, before or after the time for such compliance, the Holders of a majority in aggregate principal amount of the Senior Notes at the time Outstanding shall, by Act of such Holders, waive such compliance in such instance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

Section 1018.  Termination of Certain Covenants.

In the event that the ratings assigned to the Senior Notes by Standard & Poor’s Credit Market Services, a division of the McGraw-Hill Companies (or successor thereto) and Moody’s Investors Service, Inc. (or successor thereto) are equal to or higher than BBB- and Baa3, or the equivalents thereof, respectively (the “Investment Grade Ratings”), and notwithstanding that the Senior Notes may later cease to have an Investment Grade Rating, the Company and its Subsidiaries will not be subject to its obligations under Sections 1007, 1008, 1009, 1010, 1013 and 1015 and clauses (iii) and (iv) of Section 801, provided that no Default or Event of Default has occurred and is continuing.

ARTICLE ELEVEN

REDEMPTION OF SENIOR NOTES

Section 1101.  Right of Redemption; Optional Tax Redemption.

(a)The Senior Notes may be redeemed at the election of the Company at any time on or after July 1, 2005 as a whole or in part, subject to the conditions and at the Redemption Prices specified in the form of Senior Note, together with accrued Interest to the Redemption Date.

(b)The Senior Notes may be redeemed at the option of the Company in whole but not in part at any time at a redemption price equal to the principal amount thereof plus accrued Interest to the date fixed for redemption, if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is incorporated or resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a “Change in Tax Law”), which becomes effective on or after the Issue Date, the Company is or would be required to pay Additional Amounts with respect to the Senior Notes on the next succeeding

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Interest Payment Date and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company.

(c)If, pursuant to Section 801 of this Indenture, a Surviving Entity has been or would be required to pay any Additional Amounts, as therein provided, as a consequence of any amalgamation, consolidation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such amalgamation, consolidation, merger, conveyance, transfer or lease, the Senior Notes may be redeemed at the option of such Surviving Entity in whole, but not in part, at any time, at a redemption price equal to the principal amount thereof plus accrued Interest to the date fixed for redemption. Prior to the giving of notice of redemption of such Senior Notes pursuant to this Indenture, such Surviving Entity will deliver to the Trustee an Officers’ Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Senior Notes pursuant to this Section have been satisfied.

Section 1102.  Applicability of Article.

Redemption of Senior Notes at the election of the Company, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this Article.

Section 1103.  Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Senior Notes pursuant to Section 1101 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, not less than 30 days (or, if the Trustee is to give notice at the request of the Company, 45 days) nor more than 60 days prior to the Redemption Date fixed by it (unless a shorter notice period shall be satisfactory to the Trustee) notify the Trustee of such Redemption Date, of the principal amount of Senior Notes to be redeemed and the paragraph of Section 1101 pursuant to which such Redemption is to be effected.

Section 1104.  Selection by Trustee of Senior Notes to Be Redeemed.

If less than all the Senior Notes are to be redeemed, the particular Senior Notes or portions thereof to be redeemed shall be selected not more than 60 days and not less than 30 days prior to the Redemption Date by the Trustee, from the Outstanding Senior Notes not previously called for redemption, either pro rata, by lot or by any other method the Trustee deems fair and reasonable, and the amounts to be redeemed may be equal to $1,000 or any integral multiple thereof.

The Trustee shall promptly notify the Company and the Senior Note Registrar in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Senior Note which has been or is to be redeemed.

Section 1105.  Notice of Redemption.

Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Senior Notes to be redeemed, at his address appearing in the Senior Note Register.

All notices of redemption shall identify the Senior Notes to be redeemed (including CUSIP or CINS numbers) and shall state:

(a)the Redemption Date;

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(b)the Redemption Price;

(c)if less than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of a Senior Note to be redeemed in part, the principal amount) of the particular Senior Notes to be redeemed;

(d)that on the Redemption Date the Redemption Price will become due and payable upon each such Senior Note or portion thereof, and that Interest thereon shall cease to accrue on and after said date; and

(e)the place or places where such Senior Notes are to be surrendered for payment of the Redemption Price.

Notice of redemption of Senior Notes to be redeemed at the election of the Company shall be given by the Company or, at its request, by the Trustee in the name and at the expense of the Company.

Section 1106.  Deposit of Redemption Price.

At or prior to 11:00 a.m. New York City time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in same day funds (or New York Clearing House funds if such deposit is made prior to the applicable Redemption Date) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued Interest on, all the Senior Notes or portions thereof which are to be redeemed on that date.

Section 1107.  Senior Notes Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Senior Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Senior Notes shall cease to bear Interest. Upon surrender of any such Senior Note for redemption in accordance with said notice, such Senior Note shall be paid by the Company at the Redemption Price together with accrued Interest to the Redemption Date; provided, however, that installments of Interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes, or one or more Predecessor Senior Notes, registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 309.

If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, if any, thereon shall, until paid, bear interest from the Redemption Date at the rate borne by such Senior Note.

Section 1108.  Senior Notes Redeemed in Part.

Any Senior Note which is to be redeemed only in part shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 1002 (with, if the Company, the Senior Note Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to, the Company, the Senior Note Registrar or the Trustee, duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge, a new Senior Note or Senior Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Note so surrendered.

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ARTICLE TWELVE

DEFEASANCE

Section 1201.  Defeasance and Discharge.

The Company may, at its option by Board Resolution, at any time, elect to be discharged from its obligations with respect to all Outstanding Senior Notes on the date the conditions set forth below are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by all Outstanding Senior Notes which shall thereafter be deemed to be Outstanding only for the purposes of Section 1205 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations with respect to such Senior Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Senior Notes to receive, solely from the trust fund described in Section 1202 and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and Interest on, such Senior Notes when such payments are due, (B) the Company’s obligations with respect to such Senior Notes under Sections 304, 305, 307, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (D) this Article Twelve.

Section 1202.  Conditions to Defeasance.

The following shall be the conditions to application of Section 1201 to the Outstanding Senior Notes:

(a)With respect to the defeasance of the Senior Notes, the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Senior Notes, (A) cash in U.S. Dollars, (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars or (C) a combination thereof, in each such case in such amounts as will be sufficient, in the opinion of a United States nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, and premium, if any, and Interest on, the Outstanding Senior Notes on the Stated Maturity of such principal or installment of principal or on the day on which such payments of premium or Interest are due and payable in accordance with the terms of this Indenture and of such Senior Notes; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Senior Notes. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized

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to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt;

(b)The Company shall have delivered to the Trustee an Opinion of Counsel from United States counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Senior Notes subject to defeasance will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(c)The Company shall have delivered to the Trustee an Opinion of Counsel from Bermuda counsel to the effect that Holders of the Outstanding Senior Notes subject to defeasance will not recognize income, gain or loss for Bermuda tax purposes as a result of such defeasance, and will be subject to Bermuda taxes on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(d)The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds established pursuant to this Article Twelve will not be subject to the effect of any applicable United States bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally (for the limited purpose of the Opinion of Counsel referred to in this paragraph, such opinion may contain an assumption that the conclusions contained in a customary solvency letter by a nationally recognized appraisal firm, dated as of the date of the deposit and taking into account such deposit, are accurate as of such date, provided that such solvency letter is also addressed and delivered to the Trustee);

(e)No Default or Event of Default with respect to the Senior Notes shall have occurred and be continuing on the date of such deposit or, insofar as Subsections 501(f) through 501(j) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);

(f)Such defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; and

(g)The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1201 have been complied with.

Section 1203.  Defeasance of Certain Obligations.

The Company may omit to comply with any term, provision or condition set forth in Sections 703, 801(iii), 801(iv), 1007 through 1015 and 1016(c) and clauses (c) (with respect to Sections 703, 1007 through 1015 and 1016(c)), (d), (e) and (k) (with respect to Sections 801(iii) and 801(iv)) under Section 501 shall be deemed not to be Events of Default, in each case with respect to all Outstanding Senior Notes on the date the conditions set forth below are satisfied in full (hereinafter “covenant defeasance”):

(a)with reference to this Section 1203, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 608 of this Indenture) and conveyed all right, title and interest to the Trustee for the

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benefit of the Holders of the Senior Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders of the Senior Notes as security for payment of the principal of, and premium, if any, and interest on, the Senior Notes, and dedicated solely to the benefit of the Holders of the Senior Notes in and to (A) cash in U.S. dollars, (B) U.S. Government Obligations that, through the scheduled payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), cash in U.S. dollars, or (C) a combination thereof, in each such case in an amount sufficient, in the opinion of a United States nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes and other charges and assessments in respect thereof payable by the Trustee, the principal of, and premium, if any, and interest on, the Outstanding Senior Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Senior Notes;

(b)such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(c)no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(d)the Company shall have delivered to the Trustee an Opinion of Counsel from United States counsel to the effect that the Holders of the Senior Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

(e)the Company shall have delivered to the Trustee an Opinion of Counsel from Bermuda counsel to the effect that Holders of the Senior Notes will not recognize income, gain or loss for Bermuda federal income tax or other tax purposes as a result of such deposit and covenant defeasance and will be subject to Bermuda federal income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

(f)the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, after the 91st day following the deposit, the trust funds established pursuant to this Article Twelve will not be subject to the effect of any applicable United States bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally (for the limited purpose of the Opinion of Counsel referred to in this paragraph, such opinion may contain an assumption that the conclusions contained in a customary solvency letter by a nationally recognized appraisal firm, dated as of the date of the deposit and taking into account such deposit, are accurate as of such date, provided that such solvency letter is also addressed and delivered to the Trustee); and

(g)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent to the defeasance with respect to all Outstanding Senior Notes contemplated by this Section 1203 have been complied with.

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Section 1204.  Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1204, the “Trustee”) pursuant to Section 1202 or 1203 in respect of all Outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Senior Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1202 or 1203 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of all Outstanding Senior Notes.

Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1202 or 1203 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 1202(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Section 1205.  Reinstatement.

If the Trustee or Paying Agent is unable to apply any money in accordance with Section 1202 or Section 1203 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202 or Section 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1202 or Section 1203, as the case may be; provided, however, that, if the Company makes any payment of principal of, or premium, if any, or interest on, any Senior Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money held by such Trustee or Paying Agent.

*****

This Indenture may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

SEA CONTAINERS LTD.
By:
	Name:
	Title:
THE BANK OF NEW YORK
By:
	Name:
	Title:

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EXHIBIT A

[FACE OF SENIOR NOTE]

SEA CONTAINERS LTD.

12 ¹/₂% Senior Notes due 2009

THIS NOTE IS ISSUED IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY” OR “DTC”) OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO SEA CONTAINERS LTD. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. 1	CUSIP
	$

SEA CONTAINERS LTD., a company limited by shares incorporated in the Islands of Bermuda under the Companies (Incorporation by Registration) Act 1970 (herein called the “Company”, which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of                           United States Dollars on                       , 2009, at the office or agency of the Company referred to below, and to pay interest thereon commencing on                        , 2003 and semiannually thereafter, on                 and                             in each year, accruing from                         , 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 12 ¹/₂% per annum, in United States Dollars, until the principal hereof is paid or duly provided for. The Interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the                               or                (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such Interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Senior Note (or one or more Predecessor Senior Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Senior Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

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Payment of the principal of, and premium, if any, and Interest on, this Senior Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of Interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Senior Note Register.

The Company hereby further agrees, subject to the limitations and exceptions set forth in the Indenture, to pay Additional Amounts (as defined in the Indenture) hereon.

Reference is hereby made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its common seal.

SEA CONTAINERS LTD.
By:
	Name:
	Title:

This is one of the 12 ¹/₂% Senior Notes due 2009 described in the within–mentioned Indenture.

Dated:	THE BANK OF NEW YORK, as Trustee
	By:
		Authorized Signatory

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SEA CONTAINERS LTD.

12 ¹/₂% Senior Notes due 2009

This Senior Note is one of a duly authorized issue of securities of the Company designated as its 12 ¹/₂% Senior Notes due 2009 (herein called the “Senior Notes”), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $            , which is being issued under an indenture (herein called the “Indenture”) dated as of                     , 2003, between the Company and The Bank of New York, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Senior Notes, and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered.

The Senior Notes are subject to redemption upon not less than 30 nor more than 60 days’ notice, in whole or in part, in amounts of $1,000 or an integral multiple of $1,000, at any time on or after                        , 2005, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Senior Notes, together in the case of any such redemption with accrued and unpaid Interest to the Redemption Date (subject to the right of Holders of record on relevant Regular Record Dates to receive Interest due on an Interest Payment Date that is on or prior to the Redemption Date), all as provided in the Indenture.

The Senior Notes are subject to redemption, in whole but not in part, at the option of the Company in the event that the Company becomes obligated to pay Additional Amounts hereon.

In the event that a Change of Control occurs, each Holder shall have the right, as provided in, and subject to the terms of, the Indenture, to require that the Company repurchase such Holder’s Senior Notes in whole or in part in integral multiples of $1,000 at a purchase price in cash in an amount equal to 101% of the principal amount thereof plus accrued and unpaid Interest to the date of purchase.

The Indenture provides that if the Company’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth (as specified in the Indenture), then the Company shall make an offer to purchase 10% of the aggregate principal amount of Senior Notes originally issued at a purchase price of 100% of the principal amount plus interest accrued and unpaid to the date of such purchase, and on such other terms as provided in the Indenture.

The Senior Notes are not entitled to the benefit of any sinking fund.

In the case of any redemption of Senior Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Senior Notes, or one or more Predecessor Senior Notes, of record at the close of business on the relevant Regular Record Date referred to on the face hereof. Senior Notes (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear Interest from and after the Redemption Date.

In the event of redemption of this Senior Note in part only, a new Senior Note or Senior Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

If an Event of Default shall occur and be continuing, the principal of all the Senior Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the (a) entire indebtedness of the Company on this Senior Note and (b) certain restrictive covenants and related Defaults and Events of

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Default, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Senior Note.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior Notes at the time Outstanding, on behalf of the Holders of all the Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Senior Note.

No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on, this Senior Note at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is registrable on the Senior Note Register of the Company, upon surrender of this Senior Note for registration of transfer at the office or agency of the Company maintained for such purpose in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any registration of transfer or exchange or redemption of Senior Notes, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange.

Prior to the time of due presentment of this Senior Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

Interest on this Senior Note shall be computed on the basis of a 360-day year of twelve 30-day months.

All terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Senior Note shall be governed by and construed in accordance with the laws of the State of New York.

A-5

Assignment Form

To assign this Note, fill in the form below: (I) or (We) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

And irrevocably appoint                                                           to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*

* NOTICE: The Signature must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)  The New York Stock Exchange Medallion Program (MNSP); (iii)  The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.

A-6

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Senior Note purchased by the Company pursuant to Section 1012 or Section 1013 or Section 1015, as the case may be, of the Indenture, check the box:

o

If you want to elect to have only a part of this Senior Note purchased by the Company pursuant to Section 1012 or Section 1013 or Section 1015, as the case may be, of the Indenture, state the amount: $

Date:
	Your Signature:
	(Sign exactly as name appears on the other side of this Senior Note)

Signature Guarantee:

* NOTICE: The Signature must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.

A-7

EX-5.1

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EXHIBIT 5.1

CARTER LEDYARD & MILBURN LLP
COUNSELORS AT LAW
2 WALL STREET
NEW YORK, N.Y. 10005-2072

(212) 732-3200
FAX: (212) 732-3232

May 22, 2003

Sea Containers Ltd.
41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM EX
Bermuda

Re: 12¹/2% Senior Notes due 2009
Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as United States counsel to Sea Containers Ltd., a Bermuda company (the "Company"), in connection with its offer to exchange up to $98,883,000 aggregate principal amount of its 12¹/2% Senior Notes due 2009 (the "New Notes") for up to $98,883,000 aggregate principal amount of the Company's outstanding 12¹/2% Senior Subordinated Debentures due 2004 (the "Debentures"). The New Notes will be offered pursuant to a Registration Statement on Form S-4 under the Securities Act of 1993, as amended, Registration No. 333-103999 (the "Registration Statement").

        It is proposed that the New Notes will be issued under the terms of an indenture substantially in the form filed as Exhibit 4.2 to Amendment No. 2 to the Registration Statement (the "Indenture"). We have examined the Indenture as so filed, the Memorandum of Association and Bye-laws of the Company, resolutions adopted by the Board of Directors of the Company relating to the authorization of the issuance of the New Notes in exchange for the Debentures, and such other corporate records and documents as we have deemed necessary as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

        Based upon the foregoing, it is our opinion that the New Notes, when duly executed by the Company, authenticated as provided in the Indenture and delivered in exchange for the Debentures as contemplated by the Indenture and the Registration Statement, will be legally issued and will be binding obligations of the Company under the laws of the State of New York, which are the laws which govern the Indenture.

        In rendering the opinion above, we have relied on the opinion of Appleby Spurling & Kempe which is being filed as an exhibit to the Registration Statement, as to certain matters under the laws of Bermuda.

        We hereby consent to the references to our firm under the caption "Legal Matters" in the prospectus constituting Part I of Amendment No. 2 to the Registration Statement, and to the filing of this opinion as an exhibit to Amendment No. 2 to the Registration Statement.

Very truly yours,

/s/ Carter Ledyard & Milburn LLP

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CARTER LEDYARD & MILBURN LLP COUNSELORS AT LAW 2 WALL STREET NEW YORK, N.Y. 10005-2072

EX-5.2

Exhibit 5.2

Appleby Spurling & Kempe
Barristers & Attorneys
	Your Ref:
Cedar House, 41 Cedar Avenue, Hamilton HM 12 Bermuda
Mail: PO Box HM 1179, Hamilton HM EX, Bermuda	Our Ref:
Telephone: 441 295 2244	SSJ/sma/1052.192
Fax: 441 292 8666/441 295 5328	Direct Telephone: +441 298-3531
e-mail: askcorp@ask.bm	Direct Fax: +441 298-3436
Website:  www.ask.bm	Direct E-mail: ssjames@ask.bm

Stephen S James

Counsel to the Firm

22 May 2003

Carter Ledyard & Milburn LLP

2 Wall Street

New York,

NY 10005-2072

Dear Sirs

Sea Containers Ltd — 12½% Senior Notes due 2009

Registration Statement on Form S-4

We have acted as Bermuda counsel to Sea Containers Ltd., a Bermuda company (the “Company”), in connection with its offer to exchange up to $98,883,000 aggregate principal amount of its 12½% Senior Notes due 2009 (the “New Notes”) for up to $98,883,000 aggregate principal amount of the Company’s outstanding 12½% Senior Subordinated Debentures due 2004  (collectively, the “Debentures”) (the “Exchange Offer”).  The New Notes will be offered pursuant to a Registration Statement on Form S-4 under the United States Securities Act of 1993, as amended, Registration No. 333-103999 (the “Registration Statement”).

It is proposed that the New Notes will be issued pursuant to the terms of an Indenture between the Company, as issuer, and The Bank of New York, as trustee (the “Indenture”) as more particularly described in the Schedule, which is being filed as Exhibit 4.2 to the Registration Statement.

For the purposes of this opinion we have examined and relied upon the documents listed and in some cases defined, in the Schedule (the “Documents”).

Assumptions

In stating our opinion we have assumed:

(a)the authenticity, accuracy and completeness of all Documents submitted to us, and such other documents examined by us, as originals and the conformity to authentic original Documents of all Documents submitted to us, and such other

documents examined by us, as certified, conformed, notarised or photostatic copies;

(b)that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)the genuineness of all signatures on the Documents;

(d)the authority, capacity and power of each of the persons signing the Documents (other than on behalf of the Company);

(e)that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete; and

(f)that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, accurately record the resolutions passed by the Board of Directors at a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to effect entry by the Company into the Indenture or to approve the issuance of the New Notes, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein.

Opinions

Based on the foregoing and subject to the reservations set forth below we are of the opinion that:

(1) The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda.  The Company is in good standing under the laws of Bermuda.

(2) The Company has all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under the Indenture and New Notes.

(3)The execution, delivery and performance by the Company of the Indenture and New Notes have been duly authorised by all necessary corporate action on the part of the Company.

(4)No consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Bermuda is required to be obtained by the Company in connection with the execution, delivery or performance by the Company of the Indenture and New Notes or to ensure the legality, validity, admissibility into evidence or enforceability as to the Company, of the Indenture and New Notes except the permission of the Bermuda Monetary Authority to the issue of the New Notes which has been obtained.

2

(5)The execution, delivery and performance by the Company of the Indenture and New Notes and the transactions contemplated thereby do not and will not violate, conflict with or constitute a default under (i) any requirement of any law or any regulation of Bermuda or (ii) the Constitutional Documents.

Reservations

We have the following reservations:

(a)We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.

(b)In order to issue this opinion we have carried out the Searches as are referred to in the Schedule of this opinion, the results of which are not conclusive and have not enquired as to whether there has been any change since the date and time that the Searches were completed.

(c)For the purposes of this opinion we have relied upon statements and representations concerning the nature of the business conducted by the Company made to us in the Certificate provided by an authorised officer of the Company attached to this opinion as Annex A.  We have made no independent verification of the matters referred to in the Certificate, and we qualify such opinion to the extent that the statements or representations made in the Certificate are not accurate in any respect.

(d)In paragraph (1) above, the term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies.

Disclosure

This opinion is addressed to you in connection with the Exchange Offer and the issue of the New Notes and is not to be relied on for any other purpose without our prior written consent, except as may be required by law or regulatory authority.

We hereby consent to the references to our firm under the captions “Risk Factors,” “Description of the Senior Notes - Payment of Additional Amounts,” and “Legal Matters” in the prospectus constituting Part I of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by the Securities Act or the rules and regulations thereunder.

Further, this opinion speaks as of the effective date of the Registration Statement and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law.  It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

3

John D. Campbell, a Senior Counsel of Appleby Spurling & Kempe, is a Director and Vice-President of the Company.

Yours faithfully

/s/ APPLEBY SPURLING & KEMPE

4

SCHEDULE

1.The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda as revealed by a search in respect of the Company completed on 21 March 2003 (the “Company Search”).

2.The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda as revealed by a search in respect of the Company completed on 21 March2003 (the “Litigation Search”).

(The Company Search and the Litigation Search are together referred to as the “Searches”).

3.Certified copies of the following documents of the Company:

(a)The Sea Containers Ltd., Company Act Number 2 1989
The Sea Containers Ltd., Amendment Act 1983
The Sea Containers Atlantic Ltd., Company Act 1978;

(b)Memorandum of Association as altered (6 April 1990); and

(c)Bye-Laws of the Company as amended and restated on 11 July 1990 and further amended on 22 April 1992 (effective 23 June 1992) and further amended and restated by the shareholders on 6 June 2001.

(collectively referred to as the “Constitutional Documents”).

4.A draft copy of an Indenture with respect to 12½% Senior Notes due 2009 between the Company and The Bank of New York as trustee in the form filed as an exhibit to the Registration Statement (the “Indenture”).

5.A draft of the Registration Statement with respect to the Exchange Offer (including the prospectus issued by the Company constituting Part I of the Registration Statement) (the “Registration Statement”).

6.Copy of the permission dated 29 November 2002 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations in relation to the issue and subsequent free transferability of the securities of the Company (the “BMA Consent”).

7.A copy of the resolutions passed by the Board of Directors of the Company at a meeting of the Board of Directors of the Company held on 10 February 2003 (the “Resolutions”).

8.A Certificate of Compliance in respect of the Company issued by the Registrar of Companies in Bermuda on the 21 March 2003.

5

9.A certified copy of the “Tax Assurance”, dated 2 June 1987, issued by the Registrar of Companies for the Minister of Finance in relation to the Company.

10.A certified copy of the “Foreign Exchange Letter”, dated 5 June 1974 issued by the Bermuda Monetary Authority, Hamilton Bermuda in relation to the Company.

11.An Officers Certificate (the “Certificate”) dated 2 May 2003 and signed by Edwin S. Hetherington the Secretary of the Company.

6

Annex A

OFFICER’S CERTIFICATE

Sea Containers Ltd.
(the “Company”)

I, Edwin S. Hetherington, Secretary of the Company, an exempted company incorporated and existing under the laws of the Islands of Bermuda, DO HEREBY CERTIFY on behalf of the Company that the Company is not carrying on investment business in or from within Bermuda under the provisions of the Investment Business Act 1998 as amended from time to time.

IN WITNESS WHEREOF I have hereunto set my signature this 2nd day of May, 2003.

/s/Edwin S. Hetherington
Secretary
Sea Containers Ltd.

EX-12

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EXHIBIT 12

SEA CONTAINERS LTD.

COMPUTATION OF RATIOS

																							Pro forma 91/2% and 101/2% Senior Notes and 121/2% Senior Subordinated Debentures exchanged
		Year ended December 31,															Three months ended March 31,						Year ended December 31, 2002						Three months ended March 31, 2003
		1998			1999			2000			2001			2002			2002			2003			(100%)			(50%)			(100%)			(50%)
		(Dollars in thousands)
Earnings / (losses) before income taxes		$	63,634		$	66,654		$	59,146		$	22,656		$	59,834		$	(10,311	)	$	(15,091	)	$	54,169		$	57,001		$	(16,507	)	$	(15,799	)
Equity in undistributed earnings of unconsolidated companies			33			(23,804	)		(22,653	)		(26,565	)		(18,698	)		(2,958	)		(3,179	)		(18,698	)		(18,698	)		(3,179	)		(3,179	)
Add back dividends received			—			513			585			103			86			—			—			86			86			—			—
Total earnings / (losses) before income taxes		$	63,667		$	43,363		$	37,078		$	(3,806	)	$	41,222		$	(13,269	)	$	(18,270	)	$	35,557		$	38,389		$	(19,686	)	$	(18,978	)
Fixed charges:
	Interest	$	120,879		$	124,043		$	141,959		$	128,923		$	130,831		$	29,401		$	28,370		$	135,769		$	133,300		$	29,604		$	28,987
	Amortization of finance costs		4,957			5,043			5,659			5,787			5,020			1,113			1,109			5,747			5,384			1,291			1,200
	Total interest		125,836			129,086			147,618			134,710			135,851			30,514			29,479			141,516			138,684			30,895			30,187
Interest factor of rent expense			87,501			105,349			87,933			83,061			56,569			14,142			14,142			56,569			56,569			14,142			14,142
Total fixed charges			213,337			234,435			235,551			217,771			192,420			44,656			43,621			198,085			195,253			45,037			44,329
Capitalized interest			1,392			1,928			1,365			1,815			1,168			357			—			1,168			1,168			—			—
Fixed charges (excluding capitalized interest)		$	211,945		$	232,507		$	234,186		$	215,956		$	191,252		$	44,299		$	43,621		$	196,917		$	194,085		$	45,037		$	44,329
Earnings before fixed charges (excluding capitalized interest) and income taxes		$	275,612		$	275,870		$	271,264		$	212,150		$	232,474		$	31,030		$	25,351		$	232,474		$	232,474		$	25,351		$	25,351
Ratio of earnings to fixed charges			1.3	x		1.2	x		1.2	x		1.0	x		1.2	x		0.7	x		0.6	x		1.2	x		1.2	x		0.6	x		0.6	x
Deficiency in earnings to cover fixed charges			—			—			—			—			—		$	(13,269	)	$	(18,270	)		—			—		$	(19,686	)	$	(18,978	)
E B I T D A *		$	278,110		$	285,621		$	291,710		$	248,279		$	288,214		$	41,614		$	40,127		$	288,214		$	288,214		$	40,127		$	41,614
Ratio of EBITDA to cash interest expense			2.5	x		2.5	x		2.1	x		1.9	x		2.5	x		1.5	x		1.2	x		2.4	x		2.4	x		1.2	x		1.2	x

*

Earnings from operations plus depreciation and amortization

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SEA CONTAINERS LTD. COMPUTATION OF RATIOS

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITOR'S CONSENT

        We consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-103999 of Sea Containers Ltd. on Form S-4 of our report dated March 6, 2003 (May 15, 2003, as to Note 20) (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, and SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective January 1, 2002, and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and 138, effective January 1, 2001) appearing in the Annual Report on Form 10-K/A of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2002 and to the reference to us under the heading "Experts" in the Prospectus which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York
May 23, 2003

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INDEPENDENT AUDITOR'S CONSENT