--------------------------------------------------------------------------------
EXECUTION COPY
CITICORP TRUSTEE COMPANY LIMITED,
as Trustee
SEA CONTAINERS LTD,
as Debtor
and
CITIGROUP GLOBAL MARKETS INC.,
as Intermediary
---------------------------------------------------------------------------
ACCOUNT CONTROL AGREEMENT
---------------------------------------------------------------------------
ACCOUNT CONTROL AGREEMENT, dated as of December 22, 2003,
AMONG
(1) CITICORP TRUSTEE COMPANY LIMITED, as trustee for and on behalf of the
Secured Parties (the "Trustee"), of Citigroup Centre, Canada Square,
Xxxxxx Xxxxx, Xxxxxx X00 0XX, attention: Agency and Trust (fax number:
x00 000 000 0000);
(2) SEA CONTAINERS LTD, a Bermuda exempted company of registered address 00
Xxxxx Xxxxxx, Xxxxxxxx XX00, Xxxxxxx, as debtor (fax number x00 000 000
5900) (the "Debtor"); and
(3) CITIGROUP GLOBAL MARKETS INC., located at 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxxx Candida (fax number: +1
212-723-7204) (the "Intermediary").
WHEREAS
(A) The Intermediary has established a separate securities account numbered
748-01175-1-9-473 (the "Account") in the name of Sea Containers Ltd. (the
"Debtor").
(B) The Debtor has granted the Trustee a security interest governed by the
laws of the State of New York in the Account pursuant to a security
agreement dated December 22, 2003, between the Debtor, as pledgor, and
the Trustee (the "Security Agreement").
(C) The Trustee, the Debtor and the Intermediary are entering into this
Agreement to perfect the security interest governed by the laws of the
State of New York of the Trustee in the Account.
NOW, THEREFORE, it is agreed that:
1. THE ACCOUNT
All parties agree that the Account is a "securities account" within the meaning
of Article 8 of the Uniform Commercial Code of the State of New York (the "UCC")
and that all property other than cash held by the Intermediary in the Account
will be treated as financial assets under the UCC. The Intermediary will not
agree with any third party to comply with entitlement orders or other directions
concerning the Account originated by such third party without the prior written
consent of the Debtor and the Trustee. The parties agree that the Intermediary
shall be a "securities intermediary" as defined in Section 8-102(a)(14) of the
UCC.
2. CONTROL
The Intermediary will comply with entitlement orders originated by the Trustee
or the Agent concerning the Account without further consent by the Debtor.
Without the Trustee's consent, the Intermediary will not permit the delivery of
any property or funds from the Account by the Debtor or otherwise comply with
entitlement orders or other instructions concerning the Account originated by
the Debtor or its authorized representatives; provided, however, that the
Intermediary will comply with the instructions from the Debtor set forth in any
notice provided in accordance with Clauses 5.2 or 5.3 of the Security Agreement.
3. DISTRIBUTION OF INCOME
All income, principal and other proceeds of securities in the Account will be
paid in accordance with Clause 5.1 of the Security Agreement.
4. CHOICE OF LAW
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York. Without limiting the foregoing, the State of New York
shall be the "Securities Intermediary's Jurisdiction" of the Intermediary under
the UCC for purposes of the Account.
5. COUNTERPARTS
This Agreement may be executed in two or more separate counterparts, each of
which shall constitute an original, and all of which shall collectively and
separately constitute one and the same agreement.
6. HEADINGS
The headings of each section of this Agreement are for convenience only and
shall not define or limit the provisions thereof.
IN WITNESS WHEREOF the undersigned has caused this Account Control
Agreement to be duly executed as of the date first above mentioned.
CITICORP TRUSTEE COMPANY LIMITED
as Trustee for and on behalf of the Secured Parties
By: ........................................
Name: ..............................
Title: ..............................
SEA CONTAINERS LTD,
as Debtor
By: ........................................
Name: ..............................
Title: ..............................
CITIGROUP GLOBAL MARKETS INC.,
as Intermediary
By: ........................................
Name: ..............................
Title: ..............................
