EXHIBIT 10.3


INTERCOMPANY DEMAND PROMISSORY NOTE


Note
Number: 1                                            Dated:  July 20, 2007


FOR VALUE RECEIVED, SEA
CONTAINERS SPC LTD. (“Payor”) promises to pay to the order of Sea
Containers Ltd. (“Payee”), on demand, in lawful money of the United
States of America, in immediately available funds and at the appropriate office
of the Payee, the aggregate unpaid principal amount of all loans and advances
heretofore and hereafter made by such Payee to such Payor and any other
Indebtedness now or hereafter owing by such Payor to such Payee as shown either
on Schedule A attached hereto (and any continuation thereof) or in the
books and records of such Payee.  The
failure to show any such Indebtedness or any error in showing such Indebtedness
shall not affect the obligations of any Payor hereunder.  Capitalized terms used herein but not
otherwise defined herein shall have the meanings given such terms in the
Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of July
20, 2007 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Credit Agreement”), 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
the Credit 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 (solely in such capacity, together with any successors, assigns and
sub-agents, the “Collateral Agent” and, together with the Administrative
Agent, collectively, the “Agents”).


The unpaid principal amount hereof from time to time
outstanding shall be non-interest-bearing.


The Payor and any endorser of this Promissory Note
hereby waives presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.


The Secured Parties shall be third party beneficiaries
hereof and shall be entitled to enforce the subordination and other provisions
hereof.


Notwithstanding anything to the contrary contained
herein, or anything to the contrary contained in any other Credit Document or
in any such promissory note or other instrument, this Promissory Note (i)
replaces and supersedes any and all promissory notes or other instruments which
create or evidence any loans or advances made on or before the date hereof by
the Payee to the Payor, and (ii) shall not be deemed replaced, superseded or in
any way modified by any promissory note or other instrument entered into on or
after the date hereof which purports to create or evidence any loan or advance
by the Payee to the Payor.


THIS PROMISSORY NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.



   
 









 


[Signature page follows]



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IN WITNESS WHEREOF, the Payor has caused this
Promissory Note to be executed and delivered by its proper and duly authorized
officer as of the date set forth above.


	
  

  	
  SEA CONTAINERS SPC LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.R Wilson

  
	
   

  	
   

  	
  Name: M.R Wilson

  
	
   

  	
   

  	
  Title: Director

  



 



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