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
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.
