DATED 14October 2005 SEA CONTAINERS LTD. (as Junior Borrower) - and - SILJA OY AB, SILJA CRUISE AB,SALLY AB, CROWN CRUISE LINE INC. S.A. andSEAWIND LINE AB (as Owners) - and - THE VARIOUS LENDERS (as lenders) - and - NORDEA BANK DANMARK A/S (as Paying Agent) - and - NORDEA BANK FINLAND PLC (as Security Agent) - and - HSH NORDBANK AG (as Documentation Agent) - and - NORDEA BANK DANMARK A/S (as Lead Arranger) -and- HSH NORDBANK AG FORTIS BANK S.A./N.V. THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND (as Co-Arrangers) FIRST SUPPLEMENTAL AGREEMENT TO A 54,000,000 SECURED TERM LOANAGREEMENT DATED 5 NOVEMBER 2003

Exhibit 4.2

EXECUTION COPY

DATED 14 October 2005

SEA CONTAINERS LTD.

(as Junior Borrower)

- and -

SILJA OY AB, SILJA CRUISE AB, SALLY AB,

CROWN CRUISE LINE INC. S.A. and SEAWIND LINE AB

(as Owners)

- and -

THE VARIOUS LENDERS

(as lenders)

- and -

NORDEA BANK DANMARK A/S
(as Paying Agent)

- and -

NORDEA BANK FINLAND PLC
(as Security Agent)

- and -

HSH NORDBANK AG

(as Documentation Agent)

- and -

NORDEA BANK DANMARK A/S
(as Lead Arranger)

-and-

HSH NORDBANK AG
FORTIS BANK S.A./N.V.
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND

(as Co-Arrangers)

FIRST SUPPLEMENTAL AGREEMENT TO A

€54,000,000 SECURED TERM LOAN AGREEMENT

DATED 5 NOVEMBER 2003

CONTENTS

SUPPLEMENTAL AGREEMENT

Dated:  14 October 2005

BETWEEN:-

(1)          SEA CONTAINERS LTD., a company incorporated according to the law of Bermuda whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“the Junior Borrower”); and

(2)          the banks listed in Schedule 1, each acting through its office at the address indicated against its name in Schedule 1 (together “the Banks” and each a “Bank”); and

(3)          NORDEA BANK DANMARK A/S, acting as paying agent through its office at Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C, Denmark (in that capacity “the Paying Agent”); and

(4)          NORDEA BANK FINLAND plc, acting as security agent through its office at Satamaradankatu 5, Helsinki, FIN-00020, Finland, (in that capacity “the Security Agent”); and

(5)          HSH NORDBANK AG, acting as documentation agent through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Federal Republic of Germany (in that capacity “the Documentation Agent”); and

(6)          NORDEA BANK DANMARK A/S, acting as lead arranger through its office at Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C, Denmark (in that capacity “the Lead Arranger”); and

(7)          the banks listed in Schedule 2, each acting through its office at the address indicated against its name in Schedule 2 (together “the Co-Arrangers” and each a “Co-Arranger”); and

(8)          the companies listed in Schedule 3, each of which is a company incorporated according to the laws of the country indicated against its name in Schedule 3, with registered office at the address indicted against its name in Schedule 3 (together “the Owners” and each an “Owner”).

SUPPLEMENTAL TO  a Secured Loan Facility Agreement dated 5 November 2003 (the “Junior Loan Agreement”) made between the Junior Borrower, the Banks, the Paying Agent,

the Security Agent, the Documentation Agent, the Lead Arrangers, the Co-Arrangers and the Owners on the terms and subject to the conditions of which each of the Banks agreed to advance to the Junior Borrower its respective Commitment of an aggregate amount of a term loan not exceeding fifty four million euro (€54,000,000) in order to assist the Junior Borrower with additional working capital (the “Junior Loan”).

WHEREAS:-

(A)          The Action Plan of Silja Oy AB (the “Senior Borrower”), defined below, will involve: (1) the sale of its non-core Senior Loan Agreement vessels and will lead to a reduction in its income level; and (2) reconstruction costs.  The Senior Borrower considers that the Action Plan will necessitate amendment of certain of the financial covenants set out in clause 12.3.11 of the Senior Loan Agreement. The Senior Borrower has requested that the Senior Loan Agreement be amended to accomplish this. The Junior Loan Agreement will be amended to reflect certain modifications to the Senior Loan Agreement.

(B)           The Junior Borrower, the Banks, the Paying Agent, the Security Agent, the Documentation Agent, the Lead Arrangers, the Co-Arrangers and the Owners have agreed to amend the Junior Loan on the terms and subject to the conditions contained in this Supplemental Agreement.

IT IS AGREED THAT:-

1              Interpretation

1.1           In this Supplemental Agreement:-

“Action Plan” means the Senior Borrower’s action plan as set out in a letter from the Senior Borrower to the Lead Arranger dated 24 August 2005;

“Effective Date” means the date on which the Documentation Agent confirms to the Junior Borrower that all of the conditions referred to in clause 2.1 have been satisfied, which confirmation the Documentation Agent shall be under no obligation to give if an Event of Default or Potential Event of Default shall have occurred; and

“Material Change” means any material change which, in the reasonable opinion of an Instructing Group is likely to:

2

(a)           adversely affect the ability of the Junior Borrower to comply with its obligations under the Loan or Security Documents;

(b)           give rise to a breach of any of the financial covenants set out in clause 12.3.11 of the Junior Loan Agreement;

(c)           adversely affect the business, assets or financial condition of the Junior Borrower as a whole; or

(d)           (where the context so admits) result in any of the Security Documents not being legal, valid and binding on, and enforceable substantially in accordance with its terms against any party to that document

1.2           All words and expressions defined in the Junior Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clause 1.2 (Interpretation) of the Junior Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it were set out in full.

2              Conditions

2.1           Before clause 4 of this Supplemental Agreement shall take effect, the Junior Borrower shall deliver or cause to be delivered to or to the order of the Documentation Agent the following documents and evidence:-

2.1.1        A certificate from a duly authorised officer of each of the Security Parties confirming that none of the documents delivered to the Documentation Agent pursuant to clauses 3.1.1 (Evidence of Incorporation) and 3.1.3 (Officer’s Certificate) of the Junior Loan Agreement have been amended or modified in any way since the date of their delivery to the Documentation Agent, or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified.

2.1.2        A copy, certified by a director or the secretary of the Security Party in question as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and (if required for the purposes of any legal opinion required under clause 2.1.6) a resolution of the shareholders

3

of each Security Party (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Supplemental Agreement.

2.1.3        The power of attorney of each of the Security Parties under which this Supplemental Agreement is to be executed by that Security Party.

2.1.4        Evidence of payment to the Paying Agent of such amendment fee as may have been agreed.

2.1.5        A supplemental agreement to the Senior Loan Agreement and a supplemental agreement to the Deed of Co-ordination and Subordination, duly executed by the parties thereto together with such evidence of the signing authority of the signatories thereto as the Documentation Agent may require.

2.1.6        Such legal opinions as the Documentation Agent may require.

2.2           All documents and evidence delivered to the Documentation Agent pursuant to this clause shall:-

2.2.1        be in form and substance acceptable to the Documentation Agent;

2.2.2        be accompanied, if required by the Documentation Agent, by translations into the English language, certified in a manner acceptable to the Documentation Agent;

2.2.3        if required by the Documentation Agent, be certified, notarised, legalised or attested in a manner acceptable to the Documentation Agent

3              Representations and Warranties

Each of the representations and warranties contained in clause 4 of the Junior Loan Agreement shall be deemed repeated by the Junior Borrower at the date of this Supplemental Agreement and at the Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Security Documents included this Supplemental Agreement.

4

4              Amendments to Loan Agreement

With effect from the Effective Date:-

4.1           a new clause 12.3.7.1 shall be inserted in the Junior Loan Agreement as follows:

“Charter Conditions: The Junior Borrower and Silja Cruise AB shall obtain the prior written consent of an Instructing Group in relation to any proposed Material Change to the terms of the conditions contained in any Bareboat Charter with any Affiliate.”;

4.2           a new clause 12.2.11 shall be inserted in the Junior Loan Agreement as follows:

“no repayments to shareholders any Shareholder Loans made available to the Senior Borrower or any increases in share capital of the Senior Borrower may not be repaid (whether by way of repayment of intercompany loan, dividend or otherwise howsoever) without the consent of an Instructing Group.”;

4.3           the full stop at the end of clause 14.2.21 of the Junior Loan Agreement shall be deleted and replaced with “;or”; and

4.4           a new clause 14.2.22 shall be inserted in the Junior Loan Agreement as follows:

“approval of financial plan if the Instructing Group fail to approve the detailed financial plan concerning the Action Plan (or any modification thereof) by 30 November 2005.”

5              Confirmation and Undertaking

5.1           In consideration of the agreements of the Paying Agent, the Security Agent, the Documentation Agent, the Lead Arranger, the Co-Arrangers, the Banks and the Agent contained in this Supplemental Agreement, the Junior Borrower and each of the Owners confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Junior Loan Agreement made in or pursuant to this Supplemental Agreement, as if all references in any of the Security Documents to the Junior Loan Agreement (however described) were references to

5

the Junior Loan Agreement as amended and supplemented by this Supplemental Agreement.

5.2           The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Junior Loan Agreement made in or pursuant to this Supplemental Agreement.

6              Communications, Law and Jurisdiction

The provisions of clauses 18 (Communications) and 21 (Law and Jurisdiction) of the Junior Loan Agreement shall apply to this Supplemental Agreement as if they were set out in full and as if references to the Junior Loan Agreement were references to this Supplemental Agreement.

7              Miscellaneous

Clauses 19.7 (Taxes), 20.2 (No oral variations) and 20.21 (Contracts (Rights of Third Parties) Act 1999) of the Loan Agreement shall (mutatis mutandis) apply to this Supplemental Agreement.

IN WITNESS of which the parries to this Supplemental Agreement have executed this Supplemental Agreement the day and year first before written.

6

Schedule 1

The Banks

The Banks

Nordea Bank Danmark A/S

Christiansbro

Strandgade 3

DK-1401

Copenhagen K

Denmark

Fax: + 45 3333 5820/+ 45 3333 6690

FAO: International Loan Services

Nordea Bank Finland Plc

Satamaradankatu 5

Helsinki

FIN-00020

Finland

Fax: + 358 ###-###-####

FAO: Tellervo Koski / Taina Salo

HSH Nordbank AG

Gerhart-Hauptmann-Platz 50

D-20095 Hamburg

Federal Republic of Germany

Fax: +49 40 3333 34269

FAO: Stefan Noll/Martina Timm – Shipping Department

Fortis Bank S.A./N.V.

23 Camomile Street

London EC3A 7PP

Fax: +44 ###-###-####

FAO: Paul Barnes / Raymond Ko

The Governor and Company of the Bank of Scotland

11 Earl Grey Street

Edinburgh EH3 9N

Fax: +44 ###-###-#### 457

FAO: Iain Ross / Hilton Forster

7

DVB Bank AG, London Branch

80 Cheapside

London

EC2V 6EE

Fax: +44 ###-###-####

FAO: Alison Scoot – Loans Administration

8

SCHEDULE 2

The Co-Arrangers

HSH Nordbank AG

Gerhart-Hauptmann-Platz 50

D-20095 Hamburg

Federal Republic of Germany

Fortis Bank S.A./N.V.

23 Camomile Street

London EC3A 7PP

The Governor and Company of the Bank of Scotland

11 Earl Grey Street

Edinburgh EH3 9N

9

SCHEDULE 3

The Owners and the Vessels

10

11

12

13