DATED 11 JUNE 2006 (1) SILJA OY AB (2) SEA CONTAINERS ESTONIA LTD. (3) SEA CONTAINERS LTD. AGREEMENT TO BUY AND SELL PART OF THE BUSINESS AND CERTAIN OF THE ASSETS OF SILJA OY AB REFERENCE MJD/CMB/1014863 RICHARDS BUTLER Richards Butler LLP Beaufort...Agreement • July 25th, 2006 • Sea Containers LTD /Ny/ • Water transportation
EXHIBIT 1Sea Containers LTD /Ny/ • November 20th, 2003 • Water transportation • New York
EXHIBIT 1Sea Containers LTD /Ny/ • January 26th, 2004 • Water transportation • New York
EXHIBIT 2.4 DATED 19 JULY 2006 (1) SILJA OY AB (2) SEA CONTAINERS ESTONIA LTD. (3) SEA CONTAINERS LTD. (4) SEA CONTAINERS FINLAND OY NOVATION AGREEMENT IN RELATION TO AN AGREEMENT TO BUY AND SELL PART OF THE BUSINESS AND CERTAIN OF THE ASSETS OF SILJA...Sea Containers LTD /Ny/ • July 25th, 2006 • Water transportation
SEA CONTAINERS LTD., Issuer and THE BANK OF NEW YORK, TrusteeSea Containers LTD /Ny/ • April 15th, 2004 • Water transportation • New York
SEA CONTAINERS LTD., Issuer and THE BANK OF NEW YORK, TrusteeIndenture • May 3rd, 2004 • Sea Containers LTD /Ny/ • Water transportation • New York
SEA CONTAINERS LTD., Issuer, and THE BANK OF NEW YORK, TrusteeIndenture • May 23rd, 2003 • Sea Containers LTD /Ny/ • Water transportation
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”).
LOAN AGREEMENTLoan Agreement • November 14th, 2003 • Sea Containers LTD /Ny/ • Water transportation
Each of the Banks has agreed to advance to the Borrower its respective Commitment of an aggregate amount of (i) a term loan not exceeding two hundred and fifteen million euro (€215,000,000) and (ii) a revolving credit facility not exceeding one hundred and twenty six million euro (€126,000,000) in order to assist the Borrower in re-financing certain indebtedness.
SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT between SEA CONTAINERS LTD., and SEA CONTAINERS SPC LTD. Dated as of July 16, 2001Contribution and Sale Agreement • October 10th, 2006 • Sea Containers LTD /Ny/ • Water transportation
THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT, dated as of July 16, 2001 (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Transaction Documents, the “Agreement”), is entered into among SEA CONTAINERS LTD. (the “Seller”), a company organized and existing under the laws of Bermuda located at 41 Cedar Avenue, Hamilton HM EX, Bermuda, and SEA CONTAINERS SPC LTD. (the “Issuer”), a company organized and existing under the laws of Bermuda, located at 41 Cedar Avenue, Hamilton HM EX, Bermuda and joined by First Union Securities, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Administrative Agent”), solely for the limited purposes set forth in Section 7.13 hereof, The Bank of New York, a banking corporation organized under the laws of New York (the “Indenture Trustee”), solely for the limited purposes set forth in Section 7.13 hereof and Ambac Assurance Corporation, a stock insurance
Detroit New York Chicago DallasSea Containers LTD /Ny/ • April 18th, 2007 • Water transportation • Michigan
INTERCITY EAST COAST FRANCHISE AGREEMENTAgreement • March 31st, 2005 • Sea Containers LTD /Ny/ • Water transportation • England and Wales
GREAT NORTH EASTERN RAILWAY LIMITED, whose registered office is at Sea Containers House, 20 Upper Ground, London SE1 9PF (the Franchisee).
CLEARING ACCOUNT AGREEMENT [SPRINGING]Account Agreement • August 2nd, 2007 • Sea Containers LTD /Ny/ • Water transportation • New York
This CLEARING ACCOUNT AGREEMENT (the “Agreement”) is entered into this 23rd day of July 2007, by and among Commerce Bank, N.A., having a place of business at 1701 Route 70 East, Cherry Hill, New Jersey, 08034 (the “Clearing Bank”), SEA CONTAINERS LTD., having its principal place of business at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Borrower”), and WELLS FARGO BANK NORTHWEST, N.A., having its principal place of business at 299 South Main Street, 12th Floor, Salt Lake City, Utah, 84111 (as administrative agent and collateral agent on behalf of the secured parties, together with its successors and assigns, “Agent”).
CONDITIONS PRECEDENT AGREEMENT relating to THE INTERCITY EAST COAST FRANCHISE AGREEMENTSea Containers LTD /Ny/ • March 31st, 2005 • Water transportation
DEFINITIONS AGREEMENT relating to THE INTERCITY EAST COAST FRANCHISE AGREEMENTAccess Agreement • March 31st, 2005 • Sea Containers LTD /Ny/ • Water transportation • England and Wales
RICHARDS BUTLER LETTERHEAD]Management Services Agreement • August 4th, 2003 • Sea Containers LTD /Ny/ • Water transportation • Liverpool
PART 3—PROCEDURE FOR PREPARATION, REVIEW AND AGREEMENT OF BALANCE SHEET AND WORKING CAPITAL STATEMENT AND FOR DEALING WITH DISPUTES 69
EXHIBIT 2.2 DATED 19 JULY 2006 (1) SILJA HOLDINGS LIMITED (2) SEA CONTAINERS LTD. (3) AKTSIASELTS TALLINK SCANDINAVIAN (4) AKTSIASELTS TALLINK GRUPP AGREEMENT TO AMEND THE AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE SHARES IN SILJA OY AB REFERENCE...Sea Containers LTD /Ny/ • July 25th, 2006 • Water transportation
Exhibit 99.2Franchise Management Agreement • December 19th, 2006 • Sea Containers LTD /Ny/ • Water transportation
EXHIBIT 1Sea Containers LTD /Ny/ • December 13th, 2004 • Water transportation • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • October 10th, 2006 • Sea Containers LTD /Ny/ • Water transportation • New York
THIS AMENDMENT NO. 1, dated as of October 3, 2006 (this “Amendment”), to the SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT, dated as of July 16, 2001 (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Transaction Documents, the “Agreement”), is entered into among SEA CONTAINERS LTD. (the “Seller”), a company organized and existing under the laws of Bermuda located at 22 Victoria Street, Hamilton, HM EX, Bermuda, and SEA CONTAINERS SPC LTD. (the “Issuer”), a company organized and existing under the laws of Bermuda, located at 22 Victoria Street, Hamilton HM EX, Bermuda, and, joined by Wachovia Bank, National Association (together with its successors and permitted assigns, the “Administrative Agent”), solely for the limited purposes set forth in Section 7.13 of the Agreement and The Bank of New York, a banking corporation organized under the laws of New York (in such capacity, together with any successors or assigns in suc
MANAGEMENT AGREEMENT betweenManagement Agreement • October 10th, 2006 • Sea Containers LTD /Ny/ • Water transportation
This THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of October 3, 2006 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), between Sea Containers SPC Ltd., a company organized under the laws of Bermuda (together with its successors and permitted assigns, the “Owner” or the “Issuer”) and Sea Containers Ltd., a company organized under the laws of Bermuda (together with its successors and permitted assigns, “Manager”) and joined by Wachovia Bank, National Association (together with its successors and permitted assigns, the “Administrative Agent”), solely for the limited purposes set forth in Section 22 hereof, and The Bank of New York, a banking corporation organized under the laws of New York (in such capacity, together with any successors or assigns in such capacity, the “Indenture Trustee”), solely for the limited purposes set forth in Section 22 hereof.
SEA CONTAINERS LTD. (a Bermuda company) 2,000,000 Class A Common Shares (par value $.01 each) SALES AGREEMENTTerms Agreement • November 29th, 2002 • Sea Containers LTD /Ny/ • Water transportation • New York
Sea Containers Ltd., a company incorporated in Bermuda ("Sea Containers"), confirms its agreement with you with respect to the offer and sale by Sea Containers of up to 2,000,000 class A common shares, par value $.01 each, of Sea Containers (the class A common shares of Sea Containers being the "Common Shares" and the 2,000,000 class A common shares referred to herein being the "Shares").
SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT among SEA CONTAINERS LTD., as Borrower, Debtor and Debtor-in-Possession, SPC HOLDINGS LTD., as Guarantor, the several Lenders from time to time parties hereto, and WELLS FARGO BANK...Sea Containers LTD /Ny/ • August 2nd, 2007 • Water transportation • New York
SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of July 20, 2007, among SEA CONTAINERS LTD., a Bermuda company, as a borrower and as debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as defined below) (the “Borrower” or the “Debtor”); SPC HOLDINGS LTD., a Bermuda company, as a guarantor (“Holdings” or the “Guarantor” and, together with the Borrower, the “Credit Parties”); the several banks and other financial institutions or entities from time to time parties to this Agreement (solely in their capacities as providers of the Commitments, and as lenders, creditors and secured parties, under the Credit Documents, collectively, the “Lenders”), whether by Addendum or Assignment and Acceptance; and WELLS FARGO BANK NORTHWEST, N.A. (“WFBN”), as administrative agent (solely in such capacity, together with any successors, assigns and sub-agents, the “Administrative Agent”) and as collateral agent for the Secured Parties (solely in such capacity, tog
