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 OY AB
REFERENCE
MJD/CMB/1014863
XXXXXXXX XXXXXX
Xxxxxxxx Xxxxxx LLP Beaufort House 00 Xx Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX
telephone 000 0000 0000 facsimile 020 7247 5091
email xxx@xxxxxxxxxxxxxx.xxx web site xxx.xxxxxxxxxxxxxx.xxx
CONTENTS
CLAUSE
1 INTRODUCTION..............................................................2
2 NOVATION..................................................................2
3 CONTINUATION..............................................................3
4 GOVERNING LAW.............................................................3
1
AGREEMENT dated July 19, 2006
BETWEEN:
(1) Silja Oy Ab, registered in Finland under number 5.916 ('Silja')
(2) Sea Containers Estonia Ltd., registered in Bermuda under number 038411
('Sea Containers Estonia')
(3) Sea Containers Ltd., registered in Bermuda under number EC3631 ('Sea
Containers')
(4) Sea Containers Finland Oy, registered in Finland under number 2017433-1
('Sea Containers Finland')
1 INTRODUCTION
1.1 Silja, Sea Containers Estonia and Sea Containers have entered into an
agreement ('the Business Sale Agreement') dated 11 June 2006 relating to
the sale of part of the business and certain of the assets of Silja.
1.2 The Parties to this Agreement wish to substitute Sea Containers Finland as
a party to the Business Sale Agreement with effect from the date of this
Agreement in place of Sea Containers Estonia.
1.3 Words and expressions defined in the Business Sale Agreement have the same
meaning in this Agreement.
2 NOVATION
In consideration of Sea Containers Finland entering into this Agreement at
the request of Sea Containers Estonia, and of the mutual releases and
agreements contained in this Agreement, the parties agree that with effect
from the date of this Agreement -
(a) Silja and Sea Containers release Sea Containers Estonia from all
liability under the Business Sale Agreement, and agree to Sea
Containers Finland becoming a party to the Business Sale Agreement in
place of Sea Containers Estonia;
2
(b) Sea Containers Estonia releases and discharges Silja and Sea
Containers from all liability under the Business Sale Agreement to the
extent that such liabilities relate to Sea Containers Estonia;
(c) Sea Containers Finland agrees to be bound by the Business Sale
Agreement in place of Sea Containers Estonia; and
(d) Silja, Sea Containers and Sea Containers Finland agree that for all
purposes of the Business Sale Agreement Sea Containers Finland shall
be considered as the Buyer thereunder and agree that Silja and Sea
Containers shall be entitled as against Sea Containers Finland to
rights and benefits identical to those to which Silja and Sea
Containers would have been entitled as against Sea Containers Estonia
had this Agreement not been executed.
3 CONTINUATION
Subject to the terms of this Agreement, the Business Sale Agreement shall
continue in full force and effect.
4 GOVERNING LAW
This Agreement shall be governed by English law and the parties agree to
submit to the exclusive jurisdiction of the English Courts.
3
Signed by )
Director, for and on behalf of ) ...............................
Silja Oy Ab )
Signed by )
Director, for and on behalf of ) ...............................
Sea Containers Estonia Ltd. )
Signed by )
Director, for and on behalf of ) ...............................
Sea Containers Ltd. )
Signed by )
Director, for and on behalf of ) ...............................
Sea Containers Finland Oy )
4
