EXHIBIT 10.1


 




 


 





$170,000,000


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 NORTHWEST, N.A.,


as
Administrative Agent and as Collateral Agent


Dated
as of July 20, 2007




 





 


MARINER INVESTMENT GROUP
INC. and DUNE CAPITAL LP, as Co-Arrangers













TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
  SECTION 1. DEFINITIONS

  	
  2

  	
   

  
	
  1.1.

  	
  Defined Terms

  	
  2

  	
   

  
	
  1.2.

  	
  Other Definitional Provisions

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.
  AMOUNT AND TERMS OF COMMITMENTS; GENERAL PROVISIONS APPLICABLE TO LOANS

  	
  23

  	
   

  
	
  2.1.

  	
  Commitments

  	
  23

  	
   

  
	
  2.2.

  	
  Procedure for Borrowing

  	
  23

  	
   

  
	
  2.3.

  	
  Repayment of Loans

  	
  24

  	
   

  
	
  2.4.

  	
  Reduction and Termination of the Revolving Credit
  Commitments

  	
  24

  	
   

  
	
  2.5.

  	
  Optional Prepayments

  	
  24

  	
   

  
	
  2.6.

  	
  [Reserved]

  	
  25

  	
   

  
	
  2.7.

  	
  Continuation of Eurodollar Periodic Rate Loans

  	
  25

  	
   

  
	
  2.8.

  	
  Limitations on Eurodollar Tranches

  	
  25

  	
   

  
	
  2.9.

  	
  Interest Rates and Payment Dates

  	
  25

  	
   

  
	
  2.10.

  	
  Fees

  	
  26

  	
   

  
	
  2.11.

  	
  Computation of Interest and Fees

  	
  26

  	
   

  
	
  2.12.

  	
  [Reserved]

  	
  26

  	
   

  
	
  2.13.

  	
  Pro Rata Treatment and Payments

  	
  26

  	
   

  
	
  2.14.

  	
  Requirements of Law

  	
  28

  	
   

  
	
  2.15.

  	
  Taxes

  	
  29

  	
   

  
	
  2.16.

  	
  [Reserved]

  	
  31

  	
   

  
	
  2.17.

  	
  Change of Lending Office

  	
  31

  	
   

  
	
  2.18.

  	
  [Reserved]

  	
  31

  	
   

  
	
  2.19.

  	
  Evidence of Debt

  	
  31

  	
   

  
	
  2.20.

  	
  Illegality

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3. REPRESENTATIONS AND WARRANTIES

  	
  32

  	
   

  
	
  3.1.

  	
  Financial Condition

  	
  32

  	
   

  
	
  3.2.

  	
  [Reserved]

  	
  33

  	
   

  
	
  3.3.

  	
  Corporate Existence; Compliance with Law

  	
  33

  	
   

  
	
  3.4.

  	
  Power; Authorization; Enforceable Obligations

  	
  33

  	
   

  
	
  3.5.

  	
  No Legal Bar

  	
  33

  	
   

  
					



 













 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  3.6.

  	
  Litigation

  	
  34

  	
   

  
	
  3.7.

  	
  No Default

  	
  34

  	
   

  
	
  3.8.

  	
  Ownership of Real Property; Liens

  	
  34

  	
   

  
	
  3.9.

  	
  Intellectual Property

  	
  34

  	
   

  
	
  3.10.

  	
  Taxes

  	
  35

  	
   

  
	
  3.11.

  	
  Federal Regulations

  	
  35

  	
   

  
	
  3.12.

  	
  Labor Matters

  	
  35

  	
   

  
	
  3.13.

  	
  ERISA

  	
  36

  	
   

  
	
  3.14.

  	
  Investment Company Act; Other Regulations

  	
  36

  	
   

  
	
  3.15.

  	
  Subsidiaries

  	
  36

  	
   

  
	
  3.16.

  	
  Use of Proceeds

  	
  36

  	
   

  
	
  3.17.

  	
  Environmental Matters

  	
  36

  	
   

  
	
  3.18.

  	
  Accuracy of Information, etc.

  	
  37

  	
   

  
	
  3.19.

  	
  [Reserved]

  	
  37

  	
   

  
	
  3.20.

  	
  Secured, Super-Priority Obligations, Etc.

  	
  37

  	
   

  
	
  3.21.

  	
  Accounts

  	
  38

  	
   

  
	
  3.22.

  	
  Title to Pledged Collateral

  	
  38

  	
   

  
	
  3.23.

  	
  Pledged Collateral

  	
  38

  	
   

  
	
  3.24.

  	
  Anti-Terrorism Law

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4. CONDITIONS PRECEDENT

  	
  40

  	
   

  
	
  4.1.

  	
  Conditions Precedent to Loans on the Funding Date

  	
  40

  	
   

  
	
  4.2.

  	
  Conditions Precedent to Each Loan

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. AFFIRMATIVE COVENANTS

  	
  44

  	
   

  
	
  5.1.

  	
  Monthly Operating Reports

  	
  44

  	
   

  
	
  5.2.

  	
  Reports; Certificates; Other Information

  	
  44

  	
   

  
	
  5.3.

  	
  Payment of Taxes, Etc.

  	
  44

  	
   

  
	
  5.4.

  	
  Maintenance of Existence; Compliance

  	
  45

  	
   

  
	
  5.5.

  	
  Maintenance of Property; Insurance

  	
  45

  	
   

  
	
  5.6.

  	
  Inspection of Property; Books and Records;
  Discussions

  	
  45

  	
   

  
	
  5.7.

  	
  Notices

  	
  46

  	
   

  
	
  5.8.

  	
  Environmental Laws

  	
  47

  	
   

  
	
  5.9.

  	
  Additional Collateral

  	
  47

  	
   

  
					



 













 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  5.10.

  	
  Further Assurances; Cooperation

  	
  48

  	
   

  
	
  5.11.

  	
  Control Accounts

  	
  48

  	
   

  
	
  5.12.

  	
  Restriction on Payment of Obligations Other than in
  the Ordinary Course of Business

  	
  48

  	
   

  
	
  5.13.

  	
  Use of Loan Proceeds

  	
  48

  	
   

  
	
  5.14.

  	
  Federal Regulations

  	
  49

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. NEGATIVE COVENANTS

  	
  49

  	
   

  
	
  6.1.

  	
  Limitation on Indebtedness

  	
  49

  	
   

  
	
  6.2.

  	
  Liens

  	
  50

  	
   

  
	
  6.3.

  	
  Fundamental Changes; Collateral Actions

  	
  51

  	
   

  
	
  6.4.

  	
  Disposition of Property

  	
  51

  	
   

  
	
  6.5.

  	
  Restricted Payments

  	
  52

  	
   

  
	
  6.6.

  	
  Investments

  	
  52

  	
   

  
	
  6.7.

  	
  Modifications of Certain Debt Instruments

  	
  52

  	
   

  
	
  6.8.

  	
  Transactions with Affiliates

  	
  52

  	
   

  
	
  6.9.

  	
  Sales and Leasebacks

  	
  53

  	
   

  
	
  6.10.

  	
  Hedge Agreements

  	
  53

  	
   

  
	
  6.11.

  	
  Negative Pledge Clauses; Etc.

  	
  53

  	
   

  
	
  6.12.

  	
  Clauses Restricting Subsidiary Distributions

  	
  53

  	
   

  
	
  6.13.

  	
  Lines of Business

  	
  53

  	
   

  
	
  6.14.

  	
  Organizational Documents and Material Agreements

  	
  54

  	
   

  
	
  6.15.

  	
  SPC and Holdings

  	
  54

  	
   

  
	
  6.16.

  	
  Certain Orders and Other Bankruptcy Documents

  	
  54

  	
   

  
	
  6.17.

  	
  [Reserved]

  	
  54

  	
   

  
	
  6.18.

  	
  [Reserved]

  	
  54

  	
   

  
	
  6.19.

  	
  Terrorism Law; Anti-Money Laundering

  	
  54

  	
   

  
	
  6.20.

  	
  Certain Ownership and Organizational Requirements

  	
  55

  	
   

  
	
  6.21.

  	
  Pension and Related Plans

  	
  55

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. EVENTS OF DEFAULT

  	
  55

  	
   

  
	
  7.1.

  	
  Events of Default

  	
  55

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8. THE AGENTS

  	
  61

  	
   

  
	
  8.1.

  	
  Appointment

  	
  61

  	
   

  
					



 













 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  8.2.

  	
  Delegation of Duties

  	
  61

  	
   

  
	
  8.3.

  	
  Exculpatory Provisions

  	
  61

  	
   

  
	
  8.4.

  	
  Reliance by Agents

  	
  62

  	
   

  
	
  8.5.

  	
  Notice of Default

  	
  62

  	
   

  
	
  8.6.

  	
  Non-Reliance on Agents and Other Lenders

  	
  62

  	
   

  
	
  8.7.

  	
  Indemnification

  	
  63

  	
   

  
	
  8.8.

  	
  Agent in Its Individual Capacity

  	
  63

  	
   

  
	
  8.9.

  	
  Successor Agent

  	
  63

  	
   

  
	
  8.10.

  	
  Agent Generally

  	
  64

  	
   

  
	
  8.11.

  	
  [Reserved]

  	
  64

  	
   

  
	
  8.12.

  	
  Withholding Taxes

  	
  64

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9. GUARANTY

  	
  64

  	
   

  
	
  9.1.

  	
  The Guaranty

  	
  64

  	
   

  
	
  9.2.

  	
  Nature of Liability

  	
  64

  	
   

  
	
  9.3.

  	
  Independent Obligation

  	
  64

  	
   

  
	
  9.4.

  	
  Authorization

  	
  65

  	
   

  
	
  9.5.

  	
  Reliance

  	
  65

  	
   

  
	
  9.6.

  	
  Subordination

  	
  65

  	
   

  
	
  9.7.

  	
  Waiver

  	
  66

  	
   

  
	
  9.8.

  	
  Limitation on Enforcement

  	
  66

  	
   

  
	
  9.9.

  	
  [Reserved]

  	
  66

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10. SECURITY

  	
  66

  	
   

  
	
  10.1.

  	
  Security

  	
  66

  	
   

  
	
  10.2.

  	
  Perfection of Security
  Interests

  	
  69

  	
   

  
	
  10.3.

  	
  Rights of Lender; Limitations
  on Lenders’ Obligations

  	
  70

  	
   

  
	
  10.4.

  	
  Covenants of the Credit
  Parties with Respect to Collateral

  	
  71

  	
   

  
	
  10.5.

  	
  Performance by Agents of the
  Credit Parties’ Obligations

  	
  75

  	
   

  
	
  10.6.

  	
  Limitation on Duty in Respect
  of Collateral

  	
  75

  	
   

  
	
  10.7.

  	
  Remedies, Rights Upon Default

  	
  75

  	
   

  
	
  10.8.

  	
  Agent Appointment as Attorney-in-Fact

  	
  77

  	
   

  
	
  10.9.

  	
  Modifications

  	
  79

  	
   

  
	
  10.10.

  	
  [Reserved]

  	
  79

  	
   

  
					



 













 


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 11. MULTIPLE OBLIGORS

  	
  79

  	
   

  
	
  11.1.

  	
  [Reserved]

  	
  79

  	
   

  
	
  11.2.

  	
  Waivers

  	
  79

  	
   

  
	
  11.3.

  	
  Full Knowledge

  	
  81

  	
   

  
	
  11.4.

  	
  [Reserved]

  	
  81

  	
   

  
	
  11.5.

  	
  [Reserved]

  	
  81

  	
   

  
	
  11.6.

  	
  Lenders’ Disgorgement of Payments

  	
  81

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12. MISCELLANEOUS

  	
  81

  	
   

  
	
  12.1.

  	
  Amendments and Waivers

  	
  81

  	
   

  
	
  12.2.

  	
  Notices

  	
  82

  	
   

  
	
  12.3.

  	
  No Waiver; Cumulative Remedies

  	
  83

  	
   

  
	
  12.4.

  	
  Survival of Representations and Warranties

  	
  83

  	
   

  
	
  12.5.

  	
  Payment of Expenses and Taxes; Indemnification

  	
  84

  	
   

  
	
  12.6.

  	
  Successors and Assigns; Participations and
  Assignments

  	
  85

  	
   

  
	
  12.7.

  	
  Adjustments; Set-off

  	
  87

  	
   

  
	
  12.8.

  	
  Counterparts

  	
  88

  	
   

  
	
  12.9.

  	
  Severability

  	
  88

  	
   

  
	
  12.10.

  	
  Integration

  	
  88

  	
   

  
	
  12.11.

  	
  GOVERNING LAW

  	
  88

  	
   

  
	
  12.12.

  	
  Submission To Jurisdiction; Waivers

  	
  88

  	
   

  
	
  12.13.

  	
  Acknowledgments

  	
  89

  	
   

  
	
  12.14.

  	
  Releases of Guarantees and Liens

  	
  89

  	
   

  
	
  12.15.

  	
  Confidentiality

  	
  89

  	
   

  
	
  12.16.

  	
  WAIVERS OF JURY TRIAL

  	
  90

  	
   

  
	
  12.17.

  	
  Delivery of Addenda

  	
  90

  	
   

  
	
  12.18.

  	
  Joint and Several Liability; Postponement of
  Subrogation

  	
  90

  	
   

  
	
  12.19.

  	
  Marshaling; Payments Set Aside

  	
  90

  	
   

  
	
  12.20.

  	
  [Reserved]

  	
  90

  	
   

  
	
  12.21.

  	
  [Reserved]

  	
  90

  	
   

  
	
  12.22.

  	
  [Reserved]

  	
  91

  	
   

  
					



 


















 


	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of Addendum

  
	
   

  	
   

  
	
  B

  	
  Form of Assignment and Acceptance

  
	
   

  	
   

  
	
  C

  	
  Form of Account Control Agreement

  
	
   

  	
   

  
	
  D

  	
  [Reserved]

  
	
   

  	
   

  
	
  E

  	
  Form of Notes

  
	
   

  	
   

  
	
  F

  	
  Form of Notice to Revolving Credit Lenders

  
	
   

  	
   

  
	
  G

  	
  Form of Notice to Term Lenders

  
	
   

  	
   

  
	
  H

  	
  Form of Guarantor Solvency Certificate

  
	
   

  	
   

  
	
  I

  	
  Form of SPC Solvency Certificate

  
	
   

  	
   

  
	
  J

  	
  Form of Secretary’s Certificate

  
	
   

  	
   

  
	
  K

  	
  Form of Officer’s Certificate

  
	
   

  	
   

  
	
  L

  	
  Form of Kirkland & Ellis Opinion

  
	
   

  	
   

  
	
  M

  	
  Form of Appleby Opinion

  



 



 i
 









 


	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  1.1A

  	
  Floor Rate

  
	
   

  	
   

  
	
  3.1(b)

  	
  Dispositions by Group Members

  
	
   

  	
   

  
	
  3.1(c)(ii)

  	
  Solvency of SPC

  
	
   

  	
   

  
	
  3.1(c)(iv)

  	
  Indebtedness and Liabilities of Guarantor

  
	
   

  	
   

  
	
  3.1(c)(v)

  	
  Indebtedness of SPC

  
	
   

  	
   

  
	
  3.4

  	
  Consents

  
	
   

  	
   

  
	
  3.5

  	
  Legal Bar

  
	
   

  	
   

  
	
  3.6(a)

  	
  Litigation with Potential MAE

  
	
   

  	
   

  
	
  3.6(b)

  	
  Litigation with Potential to impose Materially
  Adverse Conditions

  
	
   

  	
   

  
	
  3.7

  	
  Defaults

  
	
   

  	
   

  
	
  3.9

  	
  Intellectual Property

  
	
   

  	
   

  
	
  3.15

  	
  Borrower’s Subsidiaries

  
	
   

  	
   

  
	
  3.20

  	
  Liens

  
	
   

  	
   

  
	
  3.21

  	
  Accounts

  
	
   

  	
   

  
	
  3.23

  	
  Pledged Collateral

  
	
   

  	
   

  
	
  6.1(d)

  	
  Indebtedness Incurred on or after Petition Date

  
	
   

  	
   

  
	
  6.4(c)

  	
  Dispositions of Property

  
	
   

  	
   

  
	
  6.11

  	
  Negative Pledge Clauses

  
	
   

  	
   

  
	
  6.14

  	
  Organizational Documents

  
	
   

  	
   

  
	
  6.21

  	
  Foreign Pension Plans

  



 



 ii















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, together with any
successors, assigns and sub-agents, the “Collateral Agent” and, together
with the Administrative Agent, collectively, the “Agents”).


RECITALS:


A.                                   On
October 15, 2006 (the “Petition Date”), the Debtor (as defined herein),
together with certain of its Subsidiaries, filed voluntary petitions for relief
(collectively, the “Case”) under Chapter 11 of the Bankruptcy Code with
the Bankruptcy Court.


B.                                     The
Debtor is continuing to operate its business and manage its properties as a
debtor-in-possession under sections 1107 and 1108 of the Bankruptcy Code.


C.                                     Sea
Containers SPC Ltd., a Bermuda company and a direct Subsidiary of Holdings (“SPC”),
is the issuer under an existing $160,661,000 term debt securitization facility,
as amended and restated as of October 3, 2006 (the “Existing SPC Facility”).


D.                                    The
Borrower has requested that the Lenders provide the DIP Facility (as defined
herein) for the purposes specified in Section 5.13.


E.                                      Pursuant
to this Agreement, the Commitment Order and the Final DIP Order, the Lenders
are making available to the Borrower the DIP Facility and the Term Loans and
Revolving Loans in an aggregate principal amount not to exceed $170,000,000.


F.                                      The
proceeds of the Term Loans will be used solely (1) to make a capital
contribution to Holdings, and (2) to pay the DIP Transaction Costs, in all
cases subject to the terms of this Agreement, the Commitment Order and the
Final DIP Order.


G.                                     To
provide security for the repayment of the Loans and the payment of the other
Obligations hereunder, the Credit Parties are providing to the Agents and the
Lenders, pursuant to this Agreement and the Final DIP Order, inter  alia,
the following (each as more fully described herein):


(a)                                  with
respect to the Obligations of the Borrower hereunder, an allowed administrative
expense claim having, pursuant to Bankruptcy Code Section 364(c)(1),
superpriority over all other costs and expenses of any kind, including but not
limited to those specified in, or ordered pursuant to, sections 105, 326, 330,
331, 503(b), 507(a), 507(b), 726 or any other provisions of the Bankruptcy
Code, subject only to the Carve-Out;


(b)                                 a perfected, first priority security
interest in and Lien on all Borrower Collateral, subject only to the
Carve-Out and certain Liens as described below; and



 1
 









(c)                                  a
guaranty by the Guarantor of the payment in full (up to the value of the
Guarantor’s assets) when due of all of the Borrower’s Obligations hereunder,
such guaranty being secured by a perfected, first priority security interest in
all the Guarantor Collateral, subject only to certain Liens as described below.


H.                                    All
of the claims of the Agents and the Lenders against the Borrower (but not the
Guarantor) hereunder and pursuant to the Orders in the SCL Case, and the Liens
granted hereunder on the Borrower Collateral, shall be subject to the
Carve-Out, but in each case only to the extent provided in Section 3.20
hereof and the Orders.


I.                                         The
Lenders are willing to make available to the Borrower such post-petition loans
upon the terms and subject to the conditions set forth herein.


In consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:


SECTION 1.  DEFINITIONS


1.1.                              Defined
Terms.  As used in this Agreement,
the terms listed in this Section 1.1 shall have the respective
meanings set forth in this Section 1.1.


“Account Control Agreement” means an agreement
in respect of one or more Deposit Accounts, Securities Accounts or Commodity
Accounts, executed by each Credit Party maintaining any such Deposit Accounts,
Securities Accounts or Commodity Accounts, by the Collateral Agent, and by the
applicable Bank or Approved Securities Intermediary, such agreement being
substantially in the form of Exhibit C (with such changes as may be
agreed to by the Majority Lenders).


“Accounts Receivable” means all rights to
payment, whether or not earned by performance, for goods or other property
sold, leased, licensed, assigned or otherwise disposed of, or services rendered
or to be rendered, including all such rights constituting or evidenced by any
Account, Chattel Paper, Instrument, General Intangible or Investment Property,
together with all of a Credit Party’s right, title and interest, if any, in any
goods or other property giving rise to or resulting from or retained in
connection with the creation of such right to payment, including any rights to
stoppage in transit, replevin, reclamation and resales, and all related
security interests, pledges and other Liens, whether voluntary or involuntary,
in each case whether now existing or owned or hereafter arising or acquired,
securing such rights to payment, and all Collateral Support and Supporting
Obligations related to the foregoing and all such Credit Party’s right, title,
and interest in Accounts Receivable Records.


“Accounts Receivable Records” means (a) all
original copies of all documents, instruments or other writings or electronic
records or other Records evidencing the Accounts Receivable, (b) all books,
correspondence, credit or other files, Records, ledger sheets or cards,
invoices, and other papers relating to Accounts Receivable, including all
tapes, cards, computer tapes, computer discs, computer runs, record keeping
systems and other papers and documents relating to the Accounts Receivable,
whether in the possession or under the control of a Credit Party or any
computer bureau or agent from time to time acting for a Credit Party or
otherwise, (c) all evidences of the filing of financing statements and the
registration of other instruments in connection therewith and amendments,
supplements or other modifications thereto, notices to other creditors or
lenders, and certificates, acknowledgments or other writings, including lien
search reports from filing or other registration officers, (d) all credit
information, reports and memoranda relating thereto and (e) all other written,
electronic or other non-written forms of information related in any way to the
foregoing or any Accounts Receivable.



 2
 









“Addendum”
means an instrument, substantially in the form of Exhibit A,
by which a Lender becomes a party to this Agreement as of the DIP Effective
Date.


“Administrative Agent” has the meaning specified in the preamble to this Agreement and
together with its successors appointed pursuant to Section 8.


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition,
“control” of a Person means the power, directly or indirectly, either to (a)
vote 10% or more of the securities having ordinary voting power for the
election of directors (or Persons performing similar functions) of such Person
or (b) direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise.


“Agents”
has the meaning specified in the preamble to this Agreement.


“Agreement”
means this Secured Super-Priority Debtor-in-Possession Credit Agreement.


“Ancillary Collateral Documents” means, collectively, each Account Control
Agreement, each other certificate, instrument or document that creates or
perfects a Lien on any Collateral and each other certificate, instrument or
document executed by a Credit Party and delivered to the Administrative Agent
or the Collateral Agent or any Lender pursuant to or in connection with any of
the foregoing.


“Anti-Terrorism Laws” has the meaning specified
in Section 3.24.


“Applicable Margin” means (a) for Revolving Loans, a rate per  annum
equal to 4.00% and (b) for Term Loans, a rate per  annum
equal to 3.50%.


“Approved Fund” means, with respect to any Lender that is a fund that invests in
commercial loans, any other fund that invests in commercial loans and is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.


“Approved Securities Intermediary” means a Securities Intermediary or
commodity intermediary selected or approved by the Majority Lenders and with
respect to which a Credit Party has delivered to the Administrative Agent an
executed Account Control Agreement.


“Assignee”
has the meaning specified in Section 12.6(b).


“Assignment and Acceptance” means an Assignment
and Acceptance, substantially in the form of Exhibit B.


“Available Cash” means, with respect to any
Person or group, all cash, short term investments and other Cash Equivalents,
excluding Restricted Cash, of such Person or group.


“Bankruptcy Code” means title 11 of the United
States Code, 11 U.S.C. §§101-1530, as amended from time to time.


“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware or
any other court having competent jurisdiction over the Case.


“Bankruptcy Rules” means collectively, the
Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, the
Federal Rules of Civil Procedure, as applicable to the Chapter 11 Cases or 



 3
 









proceedings therein, and the Local Rules of the
Bankruptcy Court, all as now in effect or hereafter amended.


“Barclays” means Barclays Bank plc.


“Benefitted Lender” has the meaning specified in Section 12.7(a).


“Bermuda Charge Documents” has the meaning
specified in Section 7.1(aa).


“Board” means the Board of Governors of the
Federal Reserve System of the United States (or any successor).


“Borrower”  has the meaning specified in the preamble to
this Agreement.


“Borrower Alternative Funding Account” means the account of the Borrower at Commerce
Bank, N.A., account number 7860983282, which account shall at all times be
subject to a first priority perfected security interest in favor of the
Collateral Agent for the ratable benefit of the Lenders, subject only to
Permitted Senior Liens and the Carve-Out.


“Borrower Collateral” has the meaning specified in Section 10.1(a).


“Borrower Payment Account” means the account of the Administrative Agent at
Wells Fargo Bank, N.A., designated as No. 43295.


“Borrowing”
means a borrowing consisting of Loans of the same Type made on the same day.


“Business Day” means a day other than a
Saturday, Sunday or other day on which commercial banks in New York City or
London are authorized or required by law to close, provided that with
respect to notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Daily Rate Loans and Eurodollar Periodic
Rate Loans, such day is also a day for trading by and between banks in Dollar
deposits in the interbank eurodollar market.


“Capital Lease Obligations” means as to any
Person, the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under GAAP and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP.


“Carve-Out” means an exception to the Lenders’
Liens or first priority claims hereunder for the payment of:  (a) the unpaid fees of the United States
Trustee pursuant to 28 U.S.C. § 1930(a), (b) all claims for fees and
expenses of Bankruptcy Court-approved professionals as to which interim fee
applications have been filed pursuant to the procedures approved by the
Bankruptcy Court, as of the earlier of the Termination Date and the date on
which the Debtor or any Committee has received notice or otherwise first has
knowledge of an Event of Default (as used herein, the “Cutoff Date”),
(c) claims for fees and expenses of Bankruptcy Court-approved professionals, in
an aggregate amount not to exceed $5,000,000, as to which interim fee
applications have not been filed prior to the Cutoff Date pursuant to the
procedures approved by the Bankruptcy Court and that relate to time periods
prior to the Cutoff Date, and (d) in the event that the Obligations are not
repaid in full on or prior to the Cutoff Date, up to $5,000,000 in aggregate
amount for unpaid fees and expenses of Bankruptcy Court-approved 



 4
 









professionals relating to the period following the
Cutoff Date, in each case in clauses (b), (c) and (d)
above to the extent that such fees and expenses are allowed by an order of the
Bankruptcy Court.


“Case”  has the meaning specified in the recitals to
this Agreement.


“Cash Equivalents” means, at any time: (a) any
direct obligation of (or unconditionally guaranteed by) the United States or a
State thereof (or any agency or political subdivision thereof, to the extent
such obligations are supported by the full faith and credit of the United
States or a State thereof) maturing not more than one year after such time; (b)
commercial paper maturing not more than 270 days from the date of issue, which
is issued by a corporation (other than an Affiliate of the Borrower) organized
under the laws of any State of the United States, the District of Columbia, the
United Kingdom or any of the participating states of the European Union and
rated A-1 or higher by S&P or P-1 or higher by Moody’s, or (c) any
certificate of deposit, time deposit, eurodollar deposit or bankers acceptance,
maturing not more than one year after its date of issuance, which is issued by
any bank organized under the laws of the United States (or any State thereof),
the United Kingdom or any of the participating states of the European Union and
which has (x) a credit rating of A-2 or higher from Moody’s or A or higher from
S&P and (y) a combined capital and surplus greater than $500,000,000, (d)
any repurchase agreement having a term of 30 days or less entered into with any
Lender or any commercial banking institution satisfying the criteria set forth
in clause (c) which (i) is secured by a fully perfected security interest in
any obligation of the type described in clause (a), and (ii) has a market value
at the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder, and
(e) cash.


“Cash Management Order” means the Final Order
(I) Approving Cash Management System, (II) Authorizing Use of Prepetition Bank
Accounts and Business Forms, (III) Granting Administrative Expense Status to
Intercompany Transactions, and (IV) Waiving the Requirements of 11 U.S.C. §
345(b) entered by the Bankruptcy Court on January 12, 2007 and entered on the
docket as Docket No. 248.


“Chapter 5 Claim” means any cause of action
whether for avoidance or recovery, that a trustee is entitled to bring in the
Case under sections 544 through and including 553 of the Bankruptcy Code.


“Claim” has
the meaning specified in section 101(5) of the Bankruptcy Code.


“Code” means the Internal Revenue Code of 1986,
as amended from time to time.


“Collateral”
has the meaning specified in Section 10.1.


“Collateral Agent” has the meaning specified in the preamble to this Agreement.


“Commitment Documents” has the meaning
specified in the Commitment Letter.


“Commitment Letter” means the Commitment Letter
dated as of May 2, 2007, addressed to the Borrower from the initial Lenders
party thereto and accepted by the Borrower on May 2, 2007.


“Commitment Order” means that certain order
issued by the Bankruptcy Court pursuant to Section 363 and other applicable
provisions of the Bankruptcy Code as entered on the docket as Docket No. 568 on
May 4, 2007.


“Commitments” means the aggregate Revolving
Credit Commitments and the aggregate Term Loan Commitments.



 5
 









“Committee” means any official committee of
unsecured creditors appointed in the Case, as such committee may be
reconstituted from time to time.


“Commonly Controlled Entity” means an entity,
whether or not incorporated, that is under common control with any Credit Party
or Subsidiary within the meaning of Section 4001 of ERISA or is part of a
group that includes any Credit Party or Subsidiary and that is treated as a
single employer under Section 414 of the Code.


“Confidential Bankruptcy Case Information” means
confidential information of (i) Sea Containers Services Ltd. and (ii) the
Borrower and/or its Subsidiaries that are debtors in the Case that must be kept
confidential and/or shared with limited constituencies to preserve the
attorney-client privilege or other comparable privileges and doctrines.


“Contractual Obligation” means, as to any
Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.


“Control Account” means a Deposit Account, Securities Account or Commodity Account
maintained by a Credit Party and that is the subject of an effective Account
Control Agreement and is subject to a Lien in favor of the Secured Parties.


“Copyright Licenses” means any written
agreement naming any Credit Party as licensor or licensee granting any right
under any Copyright, including the grant of rights to copy, publicly perform,
create derivative works, manufacture, distribute, exploit and sell materials
derived from any Copyright.


“Copyrights” means (a) all copyrights arising
under the laws of the United States, any other country or any political
subdivision thereof, whether registered or unregistered and whether published
or unpublished, all registrations and recordings thereof, and all applications
in connection therewith, including all registrations, recordings and
applications in the United States Copyright Office or in any foreign
counterparts thereof and (b) the right to obtain all renewals thereof.


“Credit Documents” means, collectively, this
Agreement, the Commitment Documents, the Notes, each Ancillary Collateral
Document, the SPC Note, the Subordination Agreement, the Fee Letter, each other
certificate, instrument or document that creates or perfects a Lien on any
property of the Credit Parties for the benefit of the Secured Parties and each
other certificate, instrument or document executed by a Credit Party and
delivered to the Administrative Agent, the Collateral Agent or a Lender
pursuant to or in connection with any of the foregoing.


“Credit Parties” has the meaning specified in the preamble to this Agreement.


“D&O Insurance” means directors and
officers insurance.


“Debtor”
has the meaning specified in the preamble to this Agreement.


“Default” means any event that is, or upon
notice, lapse of time or both, if required, would constitute, an Event of
Default.


“DIP Effective Date” means the first date on
which all the conditions described in Sections 4.1 and 4.2 shall
have been met.



 6
 









“DIP Facility” means the Term Loan Commitments,
the Revolving Credit Commitments and the provisions herein related to the Term
Loans and the Revolving Loans.


“DIP Transaction Costs” means all costs and
expenses of the Lenders and each Agent (including the reasonable fees and
expenses of their legal and other advisors) relating to the structuring of the
proposed financing for the Borrower or SPC, including negotiation,
documentation and administration of the Commitment Documents and related
documents and the Credit Documents, and the alternative forms of financing
proposals requested by or submitted to the Debtor, or otherwise in connection
with the transactions contemplated hereby, including those incurred in
connection with the preparation, negotiation, documentation and enforcement of,
and preservation of rights under, the Commitment Documents and the Credit
Documents (whether incurred before, on or after the date of the Commitment
Letter) and in connection with negotiating, documenting and obtaining court
approval of the Debtor’s entry into the Commitment Documents and related
documents and the Credit Documents and the transactions described in the
Commitment Documents and the Credit Documents, 
which amounts shall be payable without any requirement for filing a fee
application or obtaining further approval of the Bankruptcy Court, all in
accordance with the Commitment Documents and the Credit Documents.


“Disposition” means, with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer, charter or other disposition
thereof.  The terms “Dispose” and “Disposed
of” shall have correlative meanings.


“Dollars” and “$” means dollars in
lawful currency of the United States.


“Environmental Laws” means any and all foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct on a Group Member concerning protection of
human health or the environment, the Release or threatened Release of, or
exposure to, Materials of Environmental Concern, natural resources or natural
resource damage or occupational safety or health, each as may be amended at any
time hereafter.


“Equipment Management Agreement” means the
Equipment Management Agreement, dated as of May 1, 1998, between GE SeaCo SRL
and the Borrower, as the same may be amended, supplemented, renewed, extended
or replaced from time to time.


“Equity Interest” means, with respect to any
Person, any and all shares, interests, participations or other equivalents,
including joint venture, partnership, trust and membership interests (however
designated, whether voting or nonvoting), of equity or ownership or beneficial
interest in or of such Person, and any and all warrants, options or other
rights to purchase or otherwise acquire any of the foregoing.


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time.


“Eurocurrency Reserve Requirements” means for
any day as applied to a Eurodollar Daily Rate Loan or Eurodollar Periodic Rate
Loan, the aggregate (without duplication) of the maximum rates (expressed as a
decimal fraction) of reserve requirements in effect on such day (including
basic, supplemental, special, marginal, emergency or other reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.



 7
 









“Eurodollar Adjusted Rate” means, with respect
to any date, a rate per  annum determined
for such date in accordance with the following formula (rounded upward, if
necessary, to the next 1/100th of 1%):


	
  

  	
  Eurodollar Unadjusted Rate

  	
   

  
	
   

  	
  1.00 - Eurocurrency Reserve Requirements

  	
   

  



 


“Eurodollar Daily Rate” means, for any date, a
rate per  annum, to be applicable to the date for which
determined, equal to the Eurodollar Adjusted Rate in respect of such date.


“Eurodollar Daily Rate Loans” means Loans the
rate of interest applicable to which is based upon the Eurodollar Daily Rate.


“Eurodollar Periodic Rate” means, with respect
to each Interest Period pertaining to a Eurodollar Periodic Rate Loan, a rate per
annum, to be applicable to each date within the Interest Period for
which determined, equal to the Eurodollar Adjusted Rate in respect of the first
date of such Interest Period.


“Eurodollar Periodic Rate Loans” means Loans
the rate of interest applicable to which is based upon the Eurodollar Periodic
Rate.


“Eurodollar Tranche” means, collectively, Eurodollar Periodic Rate Loans, the then
current Interest Periods with respect to all of which begin on the same date
and end on the same later date.


“Eurodollar Unadjusted Rate” means, with
respect to any date, (a) the rate per  annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent
to be the London
Interbank Offered Rate (or LIBOR) for deposits with a term equivalent to one
month in Dollars, as published in the Wall Street Journal (as published
in New York City), for the next preceding Business Day to such date, or (b) in
the event the rate referenced in the preceding clause (a) is for any
reason unavailable for such date, the rate per  annum (rounded to
the nearest 1/100 of 1%) equal to the rate determined by the Administrative
Agent to be the London Interbank
Offered Rate (or LIBOR) for deposits with a term equivalent to one month in
Dollars, as determined by reference to such published rate as the
Majority Lenders reasonably deem appropriate under the circumstances, for the
next preceding Business Day to such date, or (c) in the event the rates
referenced in the preceding clauses  (a) and (b) are not
available, the rate per  annum (rounded to the nearest 1/100 of
1%) equal to the greater of (A) the Prime Rate in effect on the next preceding
Business Day to such date minus 2.70% and (B) the Federal Funds
Effective Rate in effect on the next preceding Business Day to such date plus
0.50%.  For purposes hereof,  “Prime Rate” means the rate of
interest per  annum publicly announced from time to time by the
Reference Bank as its prime or base rate in effect at its principal office in
New York City (the Prime Rate not being intended to be the lowest rate of
interest charged by the Reference Bank in connection with extensions of credit
to debtors).  Notwithstanding the
foregoing, if the Eurodollar Unadjusted Rate determined as provided in clauses
(a), (b) or (c) above in respect of a date prior to the
six-month anniversary of the Funding Date would be less than the 1-month LIBOR
applicable on the Business Day immediately preceding the Funding Date, as
published in the Wall Street Journal (such rate, the “Floor Rate,” being
set forth in Schedule 1.1A hereto), then the “Eurodollar Unadjusted
Rate” in respect to such date shall be deemed to be the Floor Rate.


“Event of Default” has the meaning specified in Section 7.


“Executive Order” has the meaning specified in Section
3.24.


“Existing SPC Facility”  has the meaning specified in the
recitals to this Agreement.



 8
 









“Federal Funds Effective Rate” means for any
day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for the day of such transactions
received by the Reference Bank from three federal funds brokers of recognized
standing selected by it.


“Fee Letter” means that certain fee letter
agreement dated as of the date hereof between the Administrative Agent and the
Borrower.


“Final DIP Order” means a final order of the
Bankruptcy Court entered in the Case, on the docket of the Clerk of the
Bankruptcy Court, which final order shall (a) approve the payment by the Debtor
of the various interest, fees and expenses set forth in or contemplated by the
Commitment Documents and the Credit Documents; (b) find that the Lenders have
extended credit in good faith and are entitled to the protection of §364(e) of
the Bankruptcy Code; (c) be effective to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, legal, valid and perfected Liens
on and security interests in (having the priority provided for herein) all
right, title and interest of the Borrower in, to and under the Borrower
Collateral, enforceable against the Borrower to the extent it owns an interest
in such Collateral, (d) provide for the automatic vacation of the automatic
stay to permit enforcement of the Agents’ and the Lenders’ respective remedies
under the Credit Documents then or thereafter existing; (e) acknowledge that
the Lenders are members of the SCL Official Committee of Unsecured Creditors
and their entry into the Commitment Documents and the Credit Documents and
their participation in the transactions contemplated thereby and the exercise,
preservation and enforcement of their rights and remedies thereunder or in
respect thereof shall not, in and of itself, constitute grounds for their
removal as, or result in their removal as, or require any of them to resign as,
or refrain from acting as, members and/or chairperson, as applicable, thereof,
until such time as an Event of Default shall occur (at which time the Lenders
that are members of the SCL Official Committee of Unsecured Creditors shall
resign therefrom); and (f) otherwise be in form and substance reasonably
satisfactory to the Majority Lenders, and which order is a Non-Appealable
Order.


“Final DIP Order Effective Date” means the date
on which the Final DIP Order shall have been entered on the docket of the
Bankruptcy Court, after notice has been given and a hearing conducted in
accordance with Bankruptcy Rule 4001.


“Foreign Pension Plan” means any plan, fund
(including any superannuation fund) or other similar program established or
maintained outside the United States by any Credit Party, Subsidiary or any
Commonly Controlled Entity primarily for the benefit of employees of any Credit
Party, Subsidiary or any Commonly Controlled Entity residing outside the United
States, which plan, fund or other similar program provides, or results in,
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.


“Funding Date” means, if all the conditions
described in Sections 4.1 and 4.2 shall have first been met on or
prior to 10:00 A.M., New York time on a Business Day, such Business Day, and
otherwise the next succeeding Business Day after the first date on which all
such conditions shall have been met, provided that the Funding Date
shall occur not later than July 31, 2007.


“Funding Office” means the office of the
Administrative Agent specified in Section 12.2 or such other office as
may be specified from time to time by the Administrative Agent as its funding
office by written notice to the Borrower and the Lenders.



 9
 









“GAAP” means generally accepted accounting
principles either in the United States or as relevant to the country of formation
of the applicable Group Member as in effect from time to time, as described in
the financial statements of the applicable Group Member, provided that
GAAP in respect of each of Holdings and SPC shall mean generally accepted
accounting principles in the United States.


“GE Party” means GE Capital Container Two, SRL
and GE Capital Container SRL or any successor-in-interest to any rights either
or both have under the Members Agreement or have asserted in the pending
arbitration against the Borrower and Quota Holdings Ltd..


“GE SeaCo” means collectively GE SeaCo SRL, a
Barbados society with restricted liability and all consolidated subsidiaries
thereof, including GE SeaCo Services Ltd., a company organized under the laws
of the United Kingdom.


“Governmental Authority” means any nation or
government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities
exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).


“Group Business” means the collective reference to all the Group Properties and
the businesses operated by the Group Members or any one or more of them.


“Group Members” means the Credit Parties and
the other Significant Subsidiaries from time to time.


“Group Properties” means the collective reference to all the facilities and other
properties owned, leased or operated by the Group Members or any one or
more of them.


“Guarantee Obligation” means as to any Person
(the “guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including any bank under any letter of credit) to
induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly,
including any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency or any other balance sheet condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the beneficiary of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the beneficiary of any such primary
obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business, not
relating to borrowed money.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be
the lower of (x) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made and
(y) the maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation, unless
such primary obligation and the maximum amount for which such guaranteeing
person may be liable are not stated or determinable, in which case the amount
of such Guarantee Obligation shall be such guaranteeing person’s maximum
reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.



 10
 









“Guarantor”
has the meaning specified in the preamble to this Agreement.


“Guarantor Collateral” has the meaning specified in Section 10.1(b).


“Guaranty” means the guaranty of the Obligations,
made by the Guarantor pursuant to Section 9.


“Hedge Agreements” means any agreement with
respect to any swap, forward, future or derivative transaction or option or
similar agreement involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions; provided
that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or any of its Subsidiaries shall be a Hedge
Agreement.


“Holdings” has the meaning specified in the
preamble to this Agreement.


“Indebtedness” means of any Person at any date,
without duplication, (a) all indebtedness of such Person for borrowed money,
(b) (i) with respect to a Person other than the Borrower or a Subsidiary of the
Borrower that is the subject of a case under the Bankruptcy Code, all
obligations of such Person for the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of such
Person’s business that are not more than 90 days past due or as to which the
obligation to pay is being contested in good faith by appropriate proceeding)
and (ii) with respect to the Borrower or a Subsidiary of the Borrower that is
the subject of a case under the Bankruptcy Code, (x) all obligations of such
Person for the deferred purchase price of property or services incurred prior
to the commencement of the related bankruptcy case and (y) all obligations of
such Person incurred after the commencement of the related bankruptcy case for
the deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of such Person’s business after the
commencement of the related bankruptcy case (A) that are, with respect to trade
payables other than obligations to professionals as to which payment is subject
to court approval, not more than 90 days past due or as to which the obligation
to pay is being contested in good faith by appropriate proceedings or (B) that
are obligations to professionals as to which payment is subject to court
approval and as to which (I) not more than 90 days has passed since court
approval of such obligations or (II) the obligations are being contested in
good faith by appropriate proceedings), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default may be limited to repossession or sale of such property),
(e) all Capital Lease Obligations and all Synthetic Lease Obligations of such
Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit (to the extent of the unreimbursed amount of all drawings thereunder),
surety bonds or similar arrangements, (g) all obligations of such Person,
contingent or otherwise, to purchase, redeem, retire or otherwise acquire for
value any Equity Interest of such Person, (h) all Guarantee Obligations of such
Person in respect of obligations of the kind referred to in clauses (a)
through (g) above, (i) all obligations of the kind referred to in clauses
(a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment
of such obligation, provided that, if such Person has not assumed such
obligations, then the amount of Indebtedness of such Person for purposes of
this clause (i) shall be equal to the lesser of the amount of the
obligations of the holder of such obligations and the fair market value of the
assets of such Person which secure such obligations, and (j) for the
purposes of Sections 6.1 and 7(e) only, all obligations of such
Person in respect of Hedge Agreements. 
The Indebtedness of any Person shall include the Indebtedness of any
other entity 



 11
 









(including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of
such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.  For the
avoidance of doubt, issuance of Financial Support Directions or contribution
notices from United Kingdom regulators establishing an unsecured claim against
the Borrower or establishing any claim against any Subsidiary of the Borrower
shall not be deemed to create Indebtedness.


“Indemnified Amount” has the meaning specified in Section 12.5.


“Indemnified Matter” has the meaning specified in Section 12.5.


“Indemnified Party” has the meaning specified in Section 12.5.


“Intellectual Property” means, collectively, all rights, priorities and privileges
relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, technology,
know-how and processes, and all rights to sue at law or in equity for any
infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.


“Interest Payment Date” means (a) as to any
Eurodollar Daily Rate Loan, the last day of each calendar month while such Loan
is outstanding and the final maturity date of such Loan, (b) as to any
Eurodollar Periodic Rate Loan, the last day of the Interest Period in respect
of such Loan, (c) as to any Loan, the date of any repayment or prepayment
made in respect thereof, and (d) without prejudice to, and in addition to the
foregoing, as to any Loan during the continuance of an Event of Default, each
date on which payment is demanded.


“Interest Period” means as to any Eurodollar
Periodic Rate Loan, (i) initially, the period commencing on the borrowing date
with respect to such Eurodollar Periodic Rate Loan and ending one month
thereafter, and (ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Periodic Rate Loan
and ending one month thereafter, upon continuation of such Eurodollar Periodic
Rate Loan under and subject to Section 2.7; provided that all of
the foregoing provisions relating to Interest Periods are subject to the
following:


(A)                              if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day;


(B)                                the
Borrower may not borrow or continue a Eurodollar Periodic Rate Loan if the
applicable one-month Interest Period in respect of such Eurodollar Periodic
Rate Loan would extend beyond the Stated Maturity Date;


(C)                                any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and


(D)                               the
Borrower shall borrow and continue Loans so as not to require a payment or
prepayment of any Eurodollar Periodic Rate Loan during an Interest Period for
such Loan.


“Investments” means, with respect to any Person, (a) any purchase or other acquisition
by that Person of (i) any Equity Interest in, or (ii) a beneficial interest in
any Equity Interest in, any other Person, (b) any purchase by that Person of
all or a significant part of the assets of a business conducted by another
Person, (c) any loan, advance (other than deposits with financial institutions
available for withdrawal on 



 12
 









demand, prepaid expenses,
accounts receivable and similar items made or incurred in the ordinary course
of business as presently conducted), or capital contribution by that Person to
any other Person, including all Indebtedness of any other Person to that Person
arising from a sale of property by that Person other than in the ordinary
course of its business and (d) any Guarantee Obligation incurred by that Person
in respect of Indebtedness or other obligations of any other Person.


“Land” has
the meaning specified in the definition of the term “Real Property.”


“Lenders”
has the meaning specified in the preamble hereto.


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
capital lease having substantially the same economic effect as any of the
foregoing).


“Loan” means any loan made by any Lender
pursuant to this Agreement.


“Majority Lenders” means at any date of
determination, one or more Lenders collectively holding more than 50% of the
sum of (a) the aggregate outstanding principal amount of Term Loans, (b) the
aggregate Revolving Credit Exposure at such time and (c) the aggregate
amount of Unused Revolving Credit Commitments.


“Master Lease Agreement” means the Master Lease
Agreement, dated as of May 1, 1998, between the Borrower and GE SeaCo SRL, as
the same may be amended, supplemented, renewed, extended or replaced from time
to time.


“Material Adverse Effect” means, except as
disclosed to the Lenders in a writing labelled “Disclosed MAE Conditions” at
least two Business Days prior to the date of execution and delivery by them (by
Addendum) of this Agreement and as are acceptable to the Lenders (which
acceptance is deemed to occur by execution and delivery of this Agreement by
them), a material adverse change in (a) the business, condition (financial or
otherwise), operations, performance or properties of the Borrower, Holdings and
SPC, taken as a whole, since, (i) in the case of the Borrower, the date of the
monthly operating report (which shall be in the form filed with the Bankruptcy
Court) most recently delivered to the Lenders and filed with the Bankruptcy
Court prior to the date of the Commitment Letter, and (ii)  in the case of SPC and Holdings, March 31,
2007 (as reflected in the financial statements thereof heretofore delivered to
the Lenders), or (b) whether or not used in respect of any Group Member, (x)
the ability of any Credit Party to perform its obligations under this Agreement
or any other Credit Document, (y) the ability of the Agents or the Lenders
to enforce any of their rights or remedies under this Agreement or any other
Credit Document (including the security interests and other Liens created under
the Credit Documents), or (z) other than (A) the use of cash in the ordinary
course of business or (B) the Disposition of assets in accordance with this
Agreement at fair market value (which may be below book value), the value of
the Collateral or of the assets of the Group Members taken as a whole; provided
that the following matters shall not in any event constitute Material Adverse
Effects: (1) any disputes with Wachovia or Ableco and matters related thereto,
and (2) a decrease in the value of SPC as disclosed in the financial statements
of SPC as at March 31, 2007, so long as the amount of such decrease after March
31, 2007, is no more than $50,000,000, and (3) any other events so long as all
such events, in the aggregate, do not cause, and could not reasonably be
expected to cause, claims or other liabilities to be created or asserted
against one or more of the Group Members (excluding the Borrower and SPC) after
the Funding Date that cause, or could reasonably be expected to cause, a
reduction in the net equity value of such Group Member or Group Members (which
value would have been realizable by (by sale or other 



 13
 









disposition or otherwise) or distributable to
Borrower, directly or indirectly) in an aggregate amount exceeding
$30,000,000.  For the avoidance of doubt,
no claim or claims asserted by any Foreign Pension Plan against the Borrower or
its Subsidiaries (including the issuance of a Financial Support Direction or
contribution notice by the UK Pensions Regulator) shall constitute an Event of
Default (except as otherwise provided in Section 7.1(z)) or be deemed to have a
Material Adverse Effect.  For purposes of
the calculations in clause (2) above, the calculation of the reduction in value
in SPC will be calculated as per the following formula:


Adjusted Net Book Value of SPC (as defined and shown
in SPC’s financial statements as at March 31, 2007 heretofore delivered to the
Lenders), less the sum of (i) the Net Book Value of SPC as of the date of
determination plus (ii) cash receipts arising from ownership of the container
assets of SPC since March 31, 2007, that have been applied to prepay the
principal amounts of the Term Loans.


“Material Intellectual Property” means
Intellectual Property (i) owned by or licensed to a Credit Party that is
material to the business, assets, properties, condition (financial or
otherwise), operations or prospects of such Credit Party or (ii) the lack
of rights to utilize which could have a Material Adverse Effect.


“Materials of Environmental Concern” means any
gasoline or petroleum (including crude oil or any fraction thereof) or
petroleum products or any pollutant, contaminant, chemical, compound,
constituent or hazardous, toxic or other substances, materials or wastes,
defined or regulated as such in or under any Environmental Law or which may
give rise to liability under any Environmental Law, including asbestos or
asbestos containing material, radon or other radioactive material,
polychlorinated biphenyls and urea-formaldehyde insulation.


“Members Agreement” means the Master Lease
Agreement, dated as of May 1, 1998, between the Borrower and GE Capital
Container SRL, as the same may be amended, supplemented, renewed, extended or
replaced from time to time.


“Monthly Operating Report” means a report of
the Borrower filed with the Bankruptcy Court from time to time pursuant to
Bankruptcy Rule 2015(a) in the SCL Case.


“Multiemployer Plan” means a Plan that is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.


“Net Funded Amount” has the meaning specified in Section 2.2(d).


“Non-Appealable Order” means (i) an order of
the Bankruptcy Court which is in effect and as to which (i) the time to appeal,
petition for certiorari or move for reargument or rehearing has expired and as
to which no appeal, petition for certiorari or other proceedings for reargument
or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari,
reargument or rehearing thereof has been filed or sought, such order of the Bankruptcy
Court shall have been affirmed by the highest court to which such order was
appealed, or certiorari shall have been denied or reargument or rehearing shall
have been denied or resulted in no modification of such order, and the time to
take any further appeal, petition for certiorari or move for reargument or
rehearing shall have expired; provided, that the possibility that a motion
under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules, may be filed with respect to such
order shall not cause such order not to be a Non-Appealable Order.


“Non-Excluded Taxes” has the meaning specified in Section 2.15(a).



 14
 









“Notes”
means, collectively, any promissory note evidencing Loans, substantially
in the form of Exhibit E.


“Obligations” means the unpaid principal of and
interest on the Loans and all fees, expenses, indemnities and other obligations
and liabilities of any Credit Party to either Agent or to any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Credit Document, either Order, or any other
document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including all reasonable fees, charges and
disbursements of counsel to either Agent or to any Lender that are required to
be paid by any Credit Party pursuant hereto) or otherwise.


“OFAC” has the meaning specified in Section
3.24.


“OID” has
the meaning specified in Section 2.2(d).


“Orders” means, collectively, the Commitment
Order and the Final DIP Order.


“Other Taxes” means any and all present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document.


“Participant” has the meaning specified in Section 12.6(c).


“Patent License” means all agreements, whether
written or oral, providing for the grant by or to any Credit Party of any right
to manufacture, use, import, sell or offer for sale any invention covered in
whole or in part by a Patent.


“Patents” means (a) all letters patent of the
United States, any other country or any political subdivision thereof and all
reissues and extensions thereof, (b) all applications for letters patent of the
United States or any other country and all divisions, continuations and
continuations-in-part thereof, and (c) all rights to obtain any
reissues or extensions of the foregoing.


“Payment Account” means, as to each Lender,
initially the Borrower Payment Account and thereafter the account specified by
such Lender by notice from time to time to the Borrower as the account to which
all payments in respect of the Obligations owing to such Lender shall be made
pursuant to the Credit Documents.


“Payoff Amount” means the amount of all
outstanding obligations under the Existing SPC Facility.


“PBGC” means the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA (or any
successor).


“Percentage” means


(a) as it relates to Revolving Loans, with
respect to any Revolving Credit Lender at any time, the percentage that such
Revolving Credit Lender’s Revolving Credit Commitment then constitutes of the
aggregate Revolving Credit Commitments (or, at any time after the Termination
Date, the percentage that 



 15
 









the aggregate principal amount of such Revolving
Credit Lender’s Revolving Loans outstanding at such time constitutes of the
aggregate principal amount of all Revolving Loans outstanding at such time),


(b) as it relates to Term Loans, with respect to any
Lender at any time, the percentage that the aggregate principal amount of such
Lender’s Term Loans outstanding at such time constitutes of the aggregate
principal amount of all Term Loans outstanding at such time or, if no Term
Loans are then outstanding, the percentage that such Lender’s Term Loan
Commitment then constitutes of the aggregate Term Loan Commitments, and


(c) where applicable, as it relates to all Loans, with
respect to any Lender at any time, the percentage that


(A) the sum of (1) such
Lender’s Revolving Credit Commitment, if any (or, at any time after the
Termination Date, the aggregate principal amount of such Lender’s Revolving
Loans outstanding, if any), at such time and (2) the aggregate principal amount
of such Lender’s Term Loans outstanding, if any (or, if no Term Loans are then
outstanding, such Lender’s Term Loan Commitment, if any), at such time,


constitutes of


(B) the sum of (1) the
aggregate Revolving Credit Commitments (or, at any time after the Termination
Date, the aggregate principal amount of all Revolving Loans outstanding) at
such time and (2) the aggregate principal amount of all Term Loans outstanding
at such time (or, if no Term Loans are then outstanding, the aggregate Term
Loan Commitments).


“Permitted Liens” has the meaning specified in Section 6.2.


“Permitted Senior Liens” means (1) the Liens
described in Section 6.2(d), (e), (f), (k), (l),
and (m), and, to the extent permitted to be senior to the Lien securing
the Obligations, (h), and (2) to the extent having priority by mandatory
provisions of Requirements of Law over the Liens securing the Obligations, the
Liens described in Sections 6.2(a), (b), (c) and (g).


“Person” means an individual, partnership,
corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.


“Petition Date” has the meaning specified in
the recitals to this Agreement.


“Plan” means at a particular time, any employee
benefit plan that is covered by ERISA and in respect of which any Credit Party,
Subsidiary or any Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to
be) an “employer” as defined in Section 3(5) of ERISA.


“Pledged Collateral” means collectively, the
Pledged Notes, the Pledged Equity Interests, any other Investment Property of
the Guarantor, all certificates or other instruments representing any of the
foregoing, all Security Entitlements of the Guarantor in respect of any of the
foregoing, all dividends, interest distributions, cash, warrants, rights,
instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing.  Pledged Collateral may
be General Intangibles or Investment Property.



 16
 









“Pledged Equity Interests” means all of the
Borrower’s right, title and interest in, to and under its Equity Interests in
Holdings, and all of the Guarantor’s right, title and interest in, to and under
its Equity Interests in SPC and in any other Person.


“Pledged Notes” means (1) all right, title and
interest of the Guarantor in the Instruments evidencing all Indebtedness owed
to the Guarantor, if any, including all Indebtedness owed to the Guarantor and
described on Schedule 3.23, and (2) all right, title and interest
of the Borrower in the Instruments evidencing all Indebtedness owed to the
Borrower by the Guarantor or SPC, if any, including all Indebtedness owed to
the Borrower evidenced by the SPC Note, in each case issued by the obligors
named therein, and all interest, cash, Instruments and other property or
Proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Indebtedness.


“Prepayment Liquidity Condition” means, in
connection with any prepayment of the Term Loans, that immediately after giving
effect to such prepayment and to all payments required to be made in connection
therewith, (i) the Borrower shall have Unrestricted Cash available for use in
its business in an aggregate amount not less than $25,000,000 and (ii) no
Revolving Loans shall be outstanding.


“Real Property” means all of those plots,
pieces or parcels of land now owned, leased or hereafter acquired or leased by any Credit Party (the “Land”),
together with the right, title and interest of such Credit Party, if any, in and to the streets, the land lying
in the bed of any streets, roads or avenues, opened or proposed, in front of,
the air space and development rights pertaining to the Land and the right to
use such air space and development rights, all rights of way, privileges,
liberties, tenements, hereditaments and appurtenances belonging or in any way
appertaining thereto, all fixtures, all easements now or hereafter benefiting
the Land and all royalties and rights appertaining to the use and enjoyment of
the Land, including all alley, vault, drainage, mineral, water, oil and gas
rights, together with all of the buildings and other improvements now or
hereafter erected on the Land, and any fixtures appurtenant thereto.


“Reference Bank” means Citibank, N.A..


“Refinancing” shall
mean any repayment or replacement of the Obligations, directly or indirectly,
with, or in anticipation of, the proceeds of any incurrence by the Borrower or
its Affiliates, or Subsidiaries of any of the foregoing, of Indebtedness or any
other obligation having pari passu or priority claim status in relation to the
SCL Bonds (whether incurred prior to, contemporaneously with, or after such
Refinancing), other than (i) in connection with and substantially
simultaneously with the consummation of a confirmed plan of reorganization for
the Debtor, (ii) at the Stated Maturity Date, or (iii) upon an acceleration
based solely on an Event of Default of the types listed in Section 7(c)
(only insofar as it relates to involuntary liens violative of the negative
pledge covenant), (f), (h), (k), (l), (m), (n),
(o), (p), (r), (s) and (t), if, but only if,
the relevant act or condition giving rise to such Event of Default (A) was not
commenced, taken or caused, directly or indirectly,  by the Borrower or any of its Affiliates
(other than GE SeaCo), (B) was not directly or indirectly supported by the
Borrower or any of its Affiliates, and (C) was actively opposed by the Borrower
and each relevant Affiliate.


“Register”
has the meaning specified in Section 12.6(b).


“Regulation U” means Regulation U of the Board
as in effect from time to time.


“Release” means any spilling, leaking, seepage,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, disposing, depositing, dispersing, emanating or migrating of
any Material of Environmental Concern in, into, onto or through the environment.



 17
 









“Reportable Event” means any of the events set
forth in Section 4043(b) of ERISA, other than those events as to which the
thirty day notice period is waived under subsections .27, .28, .29, .30, .31,
..32, .34 or .35 of PBGC Reg. § 4043.


“Requested Term Loan Amount” has the meaning specified in Section
2.2(d).


“Requirement of Law” means, as to any Person,
the certificate of incorporation and bye-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation or
order, decree or other determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.


“Responsible Officer” means, with respect to
any Person, the chief executive officer, president or chief financial officer
of such Person, but in any event, with respect to financial matters, the chief
financial officer of such Person.


“Restricted Cash” means all cash, short term
investments and other Cash Equivalents pledged pursuant to Permitted Liens
under Section 6.2(d), (e) and (f).


“Restricted Payment” means, in respect of any
Person, (a) any dividend or other distribution, direct or indirect, on account
of any Equity Interest in such Person now or hereafter outstanding, except a
dividend payable solely in Equity Interests, or (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value,
direct or indirect, of any Equity Interest in such Person now or hereafter
outstanding.


“Revolving Borrowing Date” has the meaning specified in Section
2.2(a).


“Revolving Credit Commitment” means as to any
Lender, the obligation of such Lender to make a Revolving Loan to the Borrower
hereunder in an aggregate principal amount not to exceed at any one time
outstanding the amount set forth under the heading “Revolving Credit Commitment”
under such Lender’s name on such Lender’s Addendum or, if applicable, such
Lender’s Assignment and Assumption.  The
aggregate amount of the Revolving Credit Commitments is $25,000,000, as such
amount may be modified or eliminated pursuant to the terms of this Agreement
and the other Credit Documents.


“Revolving Credit Exposure” means, at any time,
the aggregate outstanding principal amount of Revolving Loans at such time.


“Revolving Credit Lender” means each Lender
having a Revolving Credit Commitment or holding a Revolving Loan.


“Revolving Loans” means loans made by the
Lenders to the Borrower pursuant to their Revolving Credit Commitments and Section 2.1(a).


“SCL Bonds” means the Indebtedness of the
Borrower issued pursuant to (i) the Indenture, dated as of February 1, 1998,
between the Borrower and United States Trust Company of New York, as trustee,
(ii) the Indenture, dated as of October 1, 1999, between the Borrower and
United States Trust Company of New York, as trustee, (iii) the Indenture, dated
as of July 1, 2003, between the Borrower and The Bank of New York, as trustee,
and (iv) the Indenture, dated as of May 1, 2004, between the Borrower and The
Bank of New York, as trustee.



 18















“SCL Case” means the Chapter 11 Case commenced
by the Borrower in the Bankruptcy Court for the District of Delaware on the
Petition Date (Case No. 06-11156 (KJC)).


“SCL Official Committee of Unsecured Creditors”
means the Official Committee of Unsecured Creditors as such committee is formed
and amended by the Office of the United States Trustee in the Case.


“SEC” means the Securities and Exchange
Commission, any successor thereto and any analogous Governmental Authority.


“Secured Obligations” means in the case of the
Borrower, the Obligations of the Borrower and, in the case of the Guarantor,
the obligations of the Guarantor under the Guaranty, either Order, and the
other Credit Documents to which it is a party.


“Secured Parties” means, collectively, the Agents and the Lenders.


“Significant Subsidiaries” means each Subsidiary of the Borrower (a) listed
on Schedule 3.15, or (b) created or acquired on or after the
Funding Date.


“Single Employer Plan” means any Plan that is
covered by Title IV of ERISA, but that is not a Multiemployer Plan.


“Solvent” mean, with respect to any Person, as
of any date of determination, (a) the amount of the “present fair saleable
value” of the assets of such Person will, as of such date, exceed the amount of
all “liabilities of such Person, contingent or otherwise”, as of such date, as
such quoted terms are determined in accordance with applicable federal and
state laws governing determinations of the insolvency of debtors, (b) the
present fair saleable value of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the liability of such
Person on its debts as such debts become absolute and matured, (c) such Person
will not have, as of such date, an unreasonably small amount of capital with
which to conduct its business and (d) such Person will be able to pay its debts
as they mature.  For purposes of this
definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any
(A) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (B) right to an equitable
remedy for breach of performance if such breach gives rise to a right to payment,
whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or
unsecured.  Contingent liabilities, for
purposes of this definition, shall be valued at the amount that is estimated to
be reasonably likely to result from pending litigation, asserted claims and
assessments, guaranties, uninsured risks and other contingent or unliquidated
liabilities of the applicable Credit Party after giving effect to the
Transactions (including all fees and expenses related thereto without
duplication).


“Specified Bermuda Collateral” means the SPC
Note, all Equity Interests in SPC owned by Holdings, and all Equity Interests
in Holdings owned by the Borrower, in each case together with all rights
appurtenant thereto.


“SPC”  has the meaning specified in the recitals to
this Agreement.


“SPC Note” means that certain Intercompany
Demand Promissory Note, dated as of July 20, 2007, made by SPC in favor of the
Borrower and evidencing Indebtedness disclosed on Schedule 3.1(c)(v).



 19
 









“SPC Reporting Information” means quarterly
financial statements similar to those previously provided to the Lenders as at
March 31, 2007, with respect to SPC or Holdings, as applicable.


“Specified Exempt Account” means the account,
listed under the column headed “Barclays Bank A/C INS & TEE” on the
Schedule of Cash Receipts and Disbursements that is included in the most recent
Monthly Operating Report filed with the Bankruptcy Court prior to the DIP
Effective Date, maintained at Barclays and in Barclays’ name holding funds
securing the Borrower’s obligations to Barclays under one or more guarantees
issued by Barclays in connection with employer’s liability and other insurance
programs maintained by
the Borrower and its Subsidiaries, and all rights and interests of the Borrower
in and to such funds.


“Stated Maturity Date”
means the date that is two years after the Funding Date.


“Subordination Agreement”
means that certain Intercompany Subordination Agreement, dated as of July 20,
2007, among Sea Containers British Isles Ltd., SC America Inc. and SPC in favor
of the Borrower and the Administrative Agent, subordinating the payment and
performance of the Indebtedness owed by SPC to Sea Containers British Isles
Ltd. and SC America Inc. and disclosed on Schedule 3.1(c)(v) to the
payment in cash in full of the Indebtedness evidenced by the SPC Note.


“Subsidiary” means,
as to any Person, a corporation, partnership, limited liability company or
other entity of which shares or other ownership interests having ordinary
voting power (other than shares or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


“Synthetic Lease” means, as to any Person, any
lease (including leases that may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) (a) that is not a capital lease
in accordance with GAAP and (b) in respect of which the lessee retains or
obtains ownership of the property so leased for federal income tax purposes,
other than any lease under which such Person is the lessor.


“Synthetic Lease Obligations” means, as to any
Person, the obligations of such Person under any Synthetic Lease.


“Term Loan Commitment” means, as to any Lender,
the obligation of such Lender to make a Term Loan hereunder to the Borrower on
the Funding Date in a principal amount not to exceed the amount set forth under
the heading “Term Loan Commitment,” under such Lender’s name on such Lender’s
Addendum.  The aggregate amount of the
Term Loan Commitments on the DIP Effective Date is $145,000,000.


“Term Loan Lender” means each Lender having a
Term Loan Commitment or holding an outstanding Term Loan.


“Term Loans” means loans made by the Lenders to
the Borrower pursuant to their Term Loan Commitments and Section 2.1(b).


“Termination Date” means the earliest to occur
of (a) the Stated Maturity Date, (b) the first date on which a
Termination Event shall occur, (c) the date on which the Obligations are
accelerated as 



 20
 









provided for in Section 7, and (d) solely in
respect of the Revolving Credit Commitments, the date on which the Revolving
Credit Commitments are terminated pursuant to Section 2.4.


“Termination Events” means the occurrence of
any of the following dates, events or conditions: (1) the date of payment and
satisfaction in full of all the Obligations; (2) the effective date of a
confirmed plan of reorganization for the Debtor; (3) the entry of an order
approving the sale or other Disposition of all or substantially all of the
Debtor’s assets; or (4) the date of conversion of the Case into a case under
Chapter 7 of the Bankruptcy Code or the appointment of a trustee, or examiner
with expanded powers, for the Debtor.


“Trademark License” means any agreement,
whether written or oral, providing for the grant by or to any Credit Party of
any right to use any Trademark.


“Trademarks” means (a) all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos and other source or business
identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, or
otherwise, and all common-law rights related thereto, and (b) the right
to obtain all renewals thereof.


“Transferee” means any Assignee or Participant.


“Type” means, in respect of Loans, their
character as Term Loans or Revolving Loans.


“UCC” means, at any time, the Uniform
Commercial Code in effect in the State of New York at such time.


“United States” means the United States of
America.


“Unrestricted Cash” means, with respect to any
Person, all cash, short term investments and other Cash Equivalents owned by
such Person and available for use in the ordinary course of business and not
subject to any pledge or other Lien (other than a Lien created pursuant to the
Credit Documents), or any other legal or contractual restriction on transfer or
use.


“Unused Revolving Credit Commitment” means, on
any date of determination, the excess, if any, of (i) the aggregate amount of
the Revolving Credit Commitments as of that date over (ii) the aggregate
outstanding principal amount of the Revolving Credit Loans.


“Vehicles” means all vehicles covered by a
certificate of title law of any state.


1.2.                              Other
Definitional Provisions.


 


(a)                                  Unless
otherwise specified therein, all terms defined in this Agreement shall have
such defined meanings when used in the other Credit Documents or any
certificate or other document made or delivered pursuant hereto or thereto.


(b)                                 The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



 21
 









(c)                                  As
used herein and in the other Credit Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, unless otherwise
specified:


(i)                                     whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms;


(ii)                                  the
words “include,” “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”;


(iii)                               the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties (whether real or personal), including cash, Equity Interests,
securities, revenues, accounts, leasehold interests and contract rights;


(iv)                              the
words “hereof”, “herein” and “hereunder” and words of similar import shall
refer to this Agreement or such other Credit Document, as applicable, as a
whole and not to any particular provision hereof or thereof, and clause,
subsection, Section, Article, Schedule, Annex, Exhibit and analogous references
herein or in another Credit Document are to this Agreement or such other Credit
Document, as applicable, unless otherwise specified;


(v)                                 accounting
terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not
defined, shall have the respective meanings given to them under GAAP and all
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in conformity with GAAP;


(vi)                              capitalized
terms defined in the UCC and not defined in Section 1.1 shall have
the respective meanings given to them under the UCC;


(vii)                           the
word “or” shall not be exclusive;


(viii)                        the word “incur”
shall be construed to mean incur, create, issue, assume, or become liable in
respect of (and the words “incurred” and “incurrence” shall have correlative
meanings);


(ix)                                references
to agreements or other Contractual Obligations shall, unless otherwise
specified, be deemed to refer to such agreements or Contractual Obligations as
amended, supplemented, restated or otherwise modified from time to time
(subject to any applicable restrictions herein).


(d)                                 The
expressions “payment in full,” “paid in full” and any other similar terms or
phrases when used herein with respect to the Obligations shall mean the payment
in full, in immediately available funds, of all the Obligations.



 22
 









SECTION 2.  AMOUNT AND TERMS OF
COMMITMENTS; GENERAL PROVISIONS APPLICABLE TO LOANS


2.1.                              Commitments.


 


(a)                                  Revolving
Credit Commitments.  Subject to the
terms and conditions hereof, each Revolving Credit Lender severally agrees to
make loans to the Borrower from time to time on any Business Day during the
period from the Funding Date until the Termination Date in an aggregate amount
outstanding not to exceed at any time the amount of the Revolving Credit
Commitment of such Revolving Credit Lender; provided, however,
that at no time shall any Revolving Credit Lender be obligated to make a
Revolving Loan as part of any Borrowing to the extent the principal aggregate
amount of all Revolving Loans outstanding at that time, after giving effect to
the Borrowing of which such Revolving Loan is a part, would exceed the
aggregate amount of Revolving Credit Commitments in effect at such time.  The Revolving Loans shall be Eurodollar
Periodic Rate Loans with an Interest Period of one month unless required to be
Eurodollar Daily Rate Loans by the terms of this Agreement.  Amounts borrowed under this Section 2.1(a)
may be repaid, prepaid and reborrowed pursuant to this Section 2,
subject to Section 4.


(b)                                 Term
Loan Commitments.  Subject to the
terms and conditions hereof (including the OID provided for in Section
2.2(d)), each Term Loan Lender severally agrees to make a loan to the
Borrower on the Funding Date in an amount not to exceed the amount of the
Term Loan Commitment of such Lender.  The
Term Loans shall be Eurodollar Periodic Rate Loans with an Interest Period of
one month unless required to be Eurodollar Daily Rate Loans by the terms of
this Agreement.  Amounts borrowed under
this Section 2.1(b) and repaid or prepaid may not be reborrowed.


2.2.                              Procedure
for Borrowing.


 


(a)                                  Revolving
Loan Borrowings.  To request a
Revolving Loan Borrowing, the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 10:00 A.M., New York City time three Business Days prior to date of
the proposed Borrowing (each such date, a “Revolving Borrowing Date”)),
substantially in the form of Exhibit F, requesting that the
Revolving Credit Lenders make the Revolving Loans constituting such Revolving
Loan Borrowing and specifying the aggregate amount of the proposed Revolving
Loan Borrowing and the date of such proposed Revolving Loan Borrowing.


(b)                                 Term
Loan Borrowing.  To request the Term
Loan Borrowing, the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to
10:00 A.M. New York City time, two Business Days prior to the Funding Date),
substantially in the form of Exhibit G, requesting that the Term
Lenders make the Term Loans on the Funding Date and specifying the aggregate
amount of the Term Loan Borrowing and the Funding Date.


(c)                                  Funding.  Upon receipt of such notice specified in clause
(a) or (b) above, the Administrative Agent shall promptly notify
each Lender thereof.  Not later than 2:00
P.M., New York City time, on the Funding Date or Revolving Borrowing Date, as
applicable, each Lender shall cause to be wire transferred directly to the
Borrower Alternative Funding Account or, in the case of the Term Loan, to such
other account as the Borrower shall instruct in writing (in each case with
written notice thereof to the Administrative Agent, which notice shall be
deemed to comprise a notice of the type described in the first sentence of Section
2.13(d)) (as agreed from time to time between the Borrower and the Lenders)
an amount in immediately available funds equal to (x) in the case of the Term
Loans, its Term Loan Percentage of the Net Funded Amount of the Term Loan
Borrowing requested by the 



 23
 









Borrower and (y) in the case of the Revolving Loans,
its Revolving Loan Percentage of the amount of the Revolving Loan Borrowing
requested by the Borrower.


(d)                                 Original
Issue Discount.  The Term Loans shall
be made and issued at an original issue discount (“OID”) such that the
net cash proceeds of the Term Loan Borrowing (the “Net Funded Amount”)
shall be an amount equal to the quotient obtained by dividing (i) the aggregate
principal amount of the Term Loan Borrowing requested by the Borrower to be
borrowed on the Funding Date (the “Requested Term Loan Amount”) by (ii)
1.01.  The amount of  the OID shall be the excess of the Requested
Term Loan Amount over the Net Funded Amount. 
The aggregate outstanding principal amount of the Term Loans immediately
after giving effect to the Term Loan Borrowing shall be the Requested Term Loan
Amount.  The OID shall be allocated among
the Term Loans made by the Term Lenders according to their respective Term Loan
Percentages


(e)                                  Use
of Proceeds.  On the Funding Date, in
each case subject to Section 5.13, (1) the Borrower shall apply a
portion of the proceeds of the Term Loans, immediately upon receipt thereof,
together with other moneys available to it therefor, to make a capital
contribution to Holdings in an amount equal to the Payoff Amount less the
amount of other funds available to SPC for the purpose described in clause
(3) below, (2) the Borrower shall cause Holdings to, and Holdings shall, immediately
apply the entire proceeds of the capital contribution from the Borrower to make
a capital contribution to SPC, in an amount equal to the amount of such
proceeds, and (3) the Borrower and Holdings shall cause SPC to, and SPC shall,
apply the entire proceeds of the capital contribution from Holdings, along with
other funds available to it therefor, to repayment in full of the outstanding
obligations under the Existing SPC Facility, including outstanding principal,
all accrued unpaid interest and fees, and all other remaining obligations owing
thereunder and under all documents relating thereto.


2.3.                              Repayment
of Loans.


 


(a)                                  The
Borrower agrees to repay at par (but subject to the payment of any fees
required by Section 2.10) the entire unpaid principal amount of the
Revolving Loans and all accrued and unpaid interest thereon on the Termination
Date.


(b)                                 The
Borrower agrees to repay at par (but subject to the payment of any fees
required by Section 2.10) the entire unpaid principal amount of Term
Loans and all accrued and unpaid interest thereon on the Termination Date.


2.4.                              Reduction
and Termination of the Revolving Credit Commitments.


 


(a)                                  The
Borrower may, upon at least three Business Days’ prior notice to the
Administrative Agent, terminate in whole or, from time to time, permanently
reduce in part ratably the unused portions of the respective Revolving Credit
Commitments of the Lenders according to their respective Revolving Loan
Percentages; provided, however, that each partial reduction shall be in an
aggregate amount of not less than $1,000,000 or a whole multiple of $1,000,000
in excess thereof.


(b)                                 The
Revolving Credit Commitments shall automatically terminate when they shall have
been reduced to zero.


2.5.                              Optional
Prepayments. The Borrower may prepay the Revolving Loans or the Term Loans
at par (but subject to the payment of any fees required by Section 2.10)
at any time, in whole or in part, upon irrevocable notice delivered to the
Administrative Agent no later than 11:00 A.M., New York City time, three
Business Days prior thereto, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Revolving Loans or Term Loans; provided
that Term 



 24
 









Loans may not be prepaid if the Prepayment Liquidity Condition is not met.  Upon receipt of any such notice, the
Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with accrued and unpaid interest to such date on the amount
prepaid.  Partial prepayments of Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple of
$1,000,000 in excess thereof.  The
Borrower shall not have the right to prepay the principal amount of any Loan
other than as provided in this Section 2.5.


 


2.6.                              [Reserved]


 


2.7.                              Continuation
of Eurodollar Periodic Rate Loans.  Each
Eurodollar Periodic Rate Loan shall be continued as such upon the expiration of
the then current Interest Period with respect thereto automatically and without
notice or request by the Borrower, provided that no Eurodollar Periodic Rate
Loan may be continued as such when a Default or an Event of Default has
occurred and is continuing unless the Majority Lenders have determined in their
sole discretion to permit such continuations, and if such continuation is not
permitted pursuant to the preceding proviso, such Eurodollar Periodic Rate
Loans shall be automatically converted to Eurodollar Daily Rate Loans on the last
day of such then expiring Interest Period.


 


2.8.                              Limitations
on Eurodollar Tranches. 
Notwithstanding anything to the contrary in this Agreement, all
borrowings and continuations of Eurodollar Periodic Rate Loans hereunder shall
be in such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar
Periodic Rate Loans comprised by each Eurodollar Tranche shall be equal to
$1,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more
than four Eurodollar Tranches shall be outstanding at any one time.


 


2.9.                              Interest
Rates and Payment Dates.


 


(a)                                  Each
Eurodollar Periodic Rate Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per
annum equal to the Eurodollar Periodic Rate determined for such Interest
Period plus the Applicable Margin.


(b)                                 Each
Eurodollar Daily Rate Loan shall bear interest at a rate per annum equal to the
Eurodollar Daily Rate determined for such day plus the Applicable
Margin.


(c)                                  Notwithstanding
the rates of interest specified in Section 2.9(a) or (b) or
elsewhere herein, effective immediately upon the occurrence of an Event of
Default and for as long thereafter as such Event of Default shall be continuing,
(i) the principal balance of all Loans shall bear interest at a rate per
annum equal to the rate of interest that would otherwise be applicable
thereto pursuant to Section 2.9(a) or (b)  plus 2.0% and
(ii) the amount of all other Obligations shall bear interest at a rate per
annum equal to the rate of interest that would then be applicable to Eurodollar
Daily Rate Loans constituting Revolving Loans (irrespective of whether any
Revolving Loans are then outstanding), giving effect to the increase in rate pursuant
to clause (i) above.  During the
continuance of an Event of Default, interest on all Obligations shall be
calculated and compounded daily.


(d)                                 Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to clause (c) of this Section 2.9
shall be payable from time to time in cash on demand.



 25
 









2.10.                        Fees.


 


(a)                                  Administrative
Agent Fee.  The Borrower shall pay to
the Administrative Agent, solely for its own account, the fees set forth in the Fee Letter in the amounts
and on the dates described therein, which fees, when paid, shall be
non-refundable and fully earned.


(b)                                 Non-Emergence
Fee.  The Borrower shall pay to the
Administrative Agent, for the account of the Lenders, a non-refundable non-emergence fee (the “Non-Emergence Fee”)
on the one-year anniversary of the DIP Effective Date, in an amount equal to
1.00% of the aggregate principal amount outstanding under the DIP Facility on
such date, unless all outstanding Obligations shall have been indefeasibly paid
in full on or prior to such date.


(c)                                  Refinancing
Fee.  On the effective date of any
Refinancing, the Borrower shall pay to the Term Loan Lenders a non-refundable
refinancing fee (the “Refinancing Fee”) in an amount equal to 1.00% of
the Net Funded Amount of the Term Loans as of the Funding Date.


(d)                                 Commitment
Fee.  The Borrower agrees to pay to
each Revolving Credit Lender a non-refundable commitment fee on the average
daily amount of its Revolving Loan Percentage of the Unused Revolving Credit
Commitment (whether or not the Revolving Credit Commitment is then available
for draw down and whether or not an Event of Default is then continuing,
notwithstanding Section 2.9(c)(ii)) of such Lender from the DIP
Effective Date through the Termination Date at a rate of 1.00% per  annum,
payable in arrears (x) on the first Business Day of each calendar month
commencing on August 1, 2007, and (y) on the Termination Date.


2.11.                        Computation
of Interest and Fees.


 


(a)                                  Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed.  The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of each determination of a Eurodollar Periodic Rate.  Any change in the interest rate on a Loan
resulting from a change in the Eurodollar Unadjusted Rate or the Eurocurrency
Reserve Requirements or the Federal Funds Effective Rate shall become effective
as of the opening of business on the day on which such change becomes
effective.  The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of
the effective date and the amount of each such change in interest rate.


(b)                                 Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. 
The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a reference to the source used by the Administrative Agent in
determining any interest rate pursuant to Section 2.9(a).


2.12.                        [Reserved]


 


2.13.                        Pro
Rata Treatment and Payments.


 


(a)                                  The
Borrowings by the Borrower from the Revolving Credit Lenders of Revolving
Loans, and from the Term Loan Lenders of Term Loans, hereunder shall be made pro
rata according to the respective Revolving Loan Percentages of the
Revolving Credit Lenders or the Term Loan Percentages of the Term Loan Lenders,
as applicable.  Fees payable pursuant to Section
2.10(b) shall be paid to the Lenders pro  rata according to
their respective applicable Percentages. 
Fees payable pursuant to Section 2.10(c) shall be paid to the
Term Loan Lenders pro  rata according to their respective 



 26
 









Term Loan Percentages. 
Fees payable pursuant to Section 2.10(d) shall be paid to the
Revolving Credit Lenders pro  rata according to their respective
Revolving Loan Percentages.


(b)                                 Each
payment (including each prepayment) by the Borrower on account of principal of
and interest on the Revolving Loans shall be made to the Revolving Credit
Lenders pro  rata according to the respective outstanding
principal amounts of the Revolving Loans then held by the Revolving Credit
Lenders.  Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the Term
Loans shall be made to the Term Loan Lenders pro  rata according
to the respective outstanding principal amounts of the Term Loans then held by
the Term Loan Lenders.


(c)                                  All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to each Lender, at such Lender’s Payment Account,
in Dollars and in immediately available funds. 
If any payment hereunder becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day and interest thereon shall be payable at the then applicable rate during
such extension.


(d)                                 [Reserved]


(e)                                  Unless
the Administrative Agent shall have been notified in writing by the Borrower
prior to the date of any payment due to be made by the Borrower hereunder that
the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro  rata
shares of a corresponding amount.  If
such payment is not made to the Administrative Agent by the Borrower within
three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was
made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per  annum equal to the daily average Federal
Funds Effective Rate.  Nothing herein
shall be deemed to limit the rights of either Agent or any Lender against the
Borrower.


(f)                                    If
and to the extent any payment owed to either Agent or any Lender is not made
when due, each Credit Party hereby authorizes such Agent and such Lender,
subject to any notice period provided in the Final DIP Order, to setoff and
charge any amount so due against any Deposit Account maintained by the Borrower
with such Agent or such Lender, whether or not the deposit therein is then due,
such set off and charge to be applied as contemplated by this Section.


(g)                                 Subject
to the provisions of Section 2.13(h), all payments and any other amounts
received by the Administrative Agent from or for the benefit of the Borrower
shall be applied first, to pay principal of and
interest on any portion of the Loans which the Administrative Agent may have
advanced pursuant to the express provisions of this Agreement on behalf of any
Lender, for which the Administrative Agent has not then been reimbursed by such
Lender or the Borrower; second, to pay
all other Obligations then due and payable; and third,
as the Borrower so designates.


(h)                                 After
the occurrence and during the continuance of an Event of Default, the Borrower
hereby irrevocably waives the right to direct the application of any and all
payments in respect of the Obligations and any Proceeds of Collateral, and
agrees that the Administrative Agent may, and shall upon either (A) the written
direction of the Majority Lenders or (B) the acceleration of the Obligations
pursuant to Section 7, apply or cause to be applied, and the
Administrative Agent and each Lender agree to act in good faith to permit and
facilitate such application of, all payments in respect of 



 27
 









any Obligations and all funds on deposit in any
Control Account and all other Proceeds of Collateral in the following order:


(i)                                     first,  to pay
interest on and then principal of any portion of the Revolving Loans which the
Administrative Agent may have advanced on behalf of any Lender for which the
Administrative Agent has not then been reimbursed by such Lender or the
Borrower;


(ii)                                  second, to pay Obligations in respect of any expense
reimbursements or indemnities then due to either Agent;


(iii)                               third, to pay Obligations in respect of any expense
reimbursements or indemnities then due to the Lenders;


(iv)                              fourth, to pay Obligations in respect of any fees then due
to the Agents and the Lenders;


(v)                                 fifth, to pay interest then due and payable in respect of
the Loans;


(vi)                              sixth, to pay or prepay principal payments on the Loans,
ratably to the aggregate principal amount of such Loans; and


(vii)                           seventh, to the ratable payment of all other Obligations;


provided, however, that all of the
obligations in each clause above shall be entitled to full and final payment,
before any obligation in the next succeeding clause shall be entitled to
receive any payment or distribution hereunder; and provided, further,
that if sufficient funds are not available to fund all payments to be made in
respect of any of the Obligations described in any of the foregoing clauses first through seventh, the
available funds being applied with respect to any such Obligation (unless
otherwise specified in such clause) shall be allocated to the payment of such
Obligations ratably, based on the proportion of each Agent’s and each Lender’s
interest in the aggregate outstanding Obligations described in such
clauses.  The order of priority set forth
in clauses first through seventh of
this Section 2.13(h) may at any time and from time to time be changed by
the agreement of all of the Lenders without necessity of notice to or consent
of or approval by the Borrower, or any other Person.  The order of priority set forth in clauses first through fourth of this Section
2.13(h) may be changed only with the prior written consent of each Agent in
addition to all the Lenders.


(i)                                     The
Borrower hereby authorizes each Agent and each Lender to charge from time to
time against any or all of the Borrower’s Deposit Accounts or other accounts
with such Agent or such Lender, or under the dominion and control of either
Agent, any of the Obligations that are then due and payable.  Each Lender receiving any payment as a result
of charging any such account shall promptly notify the Administrative Agent and
the Borrower thereof in writing and make such arrangements as the
Administrative Agent shall request to share the benefit thereof in accordance
with Section 12.7.


2.14.                        Requirements
of Law.


 


(a)                                  If
the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the DIP Effective Date:



 28
 









(i)                          shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement or any Loan made by it, or change the basis of taxation of payments
to such Lender in respect thereof (except for Non-Excluded Taxes covered by
Section 2.15 and changes in the rate of tax on the overall net income of such
Lender);


(ii)                       shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender that is not otherwise
included in the determination of the Eurodollar Periodic Rate or Eurodollar
Daily Rate hereunder; or


(iii)                    shall impose
on such Lender any other condition;


and the result of any of the foregoing is to increase
the cost to such Lender, by an amount that such Lender deems to be material, of
maintaining Eurodollar Periodic Rate Loans or Eurodollar Daily Rate Loans, or
to reduce any amount receivable hereunder in respect thereof, then, in any such
case, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable.  If any
Lender becomes entitled to claim any additional amounts pursuant to this clause
(a), it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so
entitled.


(b)                                 If
any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any Person controlling such
Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) from any Governmental Authority made subsequent to the
DIP Effective Date shall have the effect of reducing the rate of return on such
Lender’s or such Person’s capital as a consequence of its obligations hereunder
to a level below that which such Lender or such Person could have achieved but for
such adoption, change or compliance (taking into consideration such Lender’s or
such Person’s policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Administrative Agent) of a written
request therefor, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender or such Person for such reduction.


(c)                                  A
certificate as to any additional amounts payable pursuant to this Section
submitted by any Lender to the Borrower (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error.  Notwithstanding anything to the contrary in
this Section, the Borrower shall not be required to compensate a Lender
pursuant to this Section for any amounts incurred more than six months
prior to the date that such Lender notifies the Borrower of such Lender’s
intention to claim compensation therefor; provided that, if the circumstances
giving rise to such claim have a retroactive effect, then such six-month period
shall be extended to include the period of such retroactive effect.  The obligations of the Borrower pursuant to
this Section shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


2.15.                        Taxes.


 


(a)                                  All
payments made by or on behalf of the Borrower under this Agreement or any other
Credit Document shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income 



 29
 









tax or measured by net income of either Agent or any
Lender) imposed on either Agent or any Lender as a result of a present or
former connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely
from such Agent or such Lender having executed, delivered or performed its obligations
or received a payment under, or enforced, this Agreement or any other Credit
Document).  If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
Taxes”) or Other Taxes are required to be withheld from any amounts payable
to either Agent or any Lender under this Agreement or any other Credit
Document, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement or any other Credit Document, provided, however, that
the Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender’s failure to comply with the requirements of clause (e) of this Section
or (ii) that are United States withholding taxes imposed on amounts payable to
such Lender at the time such Lender becomes a party to this Agreement, except
to the extent that such Lender’s assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to
such Non-Excluded Taxes pursuant to this clause (a).  The Borrower shall make (or cause to be made)
any required withholding and pay (or cause to be paid) the full amount withheld
to the relevant Governmental Authority in accordance with applicable law.


(b)                                 In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


(c)                                  Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly
as possible thereafter the Borrower shall send to the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to the relevant Agent or Lender the required receipts or other required
documentary evidence, the Borrower shall indemnify the relevant Agent or Lender
for any incremental taxes, interest or penalties that may become payable by the
relevant Agent or Lender as a result of any such failure.


(d)                                 A
Lender that is entitled to an exemption from or reduction of non-U.S.
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law and as
reasonably requested in writing by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that
such Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s judgment such completion, execution or submission would
not materially prejudice the legal position of such Lender.


(e)                                  If
any Agent or any Lender determines, in its sole discretion, that it has
received a refund of any Non-Excluded Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section with respect
to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of
all out-of-pocket expenses of such Agent or such Lender and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower, upon the request of such
Agent or such Lender, agrees to repay the amount 



 30
 









paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to
such Agent or such Lender in the event such Agent or such Lender is required to
repay such refund to such Governmental Authority.  This clause (f) shall not be construed
to require any Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.


(f)                                    The
Borrower shall indemnify each Agent and each Lender for the full amount of
Non-Excluded Taxes (to the extent the Borrower would be required to pay
additional amounts with respect to such Non-Excluded Taxes pursuant to Section
2.15(a)) or Other Taxes arising in connection with payments made under this
Agreement or any other Credit Document (including any Non-Excluded Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.15) paid by such Agent or Lender or any of their respective Affiliates
and any liability (including penalties, additions to tax interest and expenses)
arising therefrom or with respect thereto, whether or not such Non-Excluded
Taxes or Other Taxes were correctly or legally asserted.  Payment under this indemnification shall be
made within ten days from the date the relevant Agent or any Lender or any of
their respective Affiliates makes written demand therefor.


(g)                                 The
agreements in this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


2.16.                        [Reserved]


 


2.17.                        Change
of Lending Office.  Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of Section
2.14 or 2.15(a) with respect to such Lender, it will, if requested
by the Borrower, use reasonable efforts (subject to overall policy considerations
of such Lender) to designate another lending office for any Loans affected by
such event with the object of avoiding the consequences of such event; provided
that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic,
legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations
of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.15.


 


2.18.                        [Reserved]


 


2.19.                        Evidence
of Debt.


 


(a)                                  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing Indebtedness of the Borrower to such Lender resulting from
each Loan of such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this
Agreement.


(b)                                 The
Borrower shall, within one Business Day following the date thereof, notify the
Administrative Agent of the payee, date, amount and character of each payment
made by or on behalf of any Credit Party in respect of the Obligations.  The Administrative Agent, on behalf of the
Borrower, shall maintain the Register pursuant to Section 12.6(b), and a
subaccount therein for each Lender, in which the Administrative Agent may
record (i) the amount of each Loan made hereunder and any Note evidencing such
Loan, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iii) the amount
of any sum received by each Lender in respect thereof.


(c)                                  The
entries made in the Register and the accounts of each Lender maintained
pursuant to Section 2.19(a) shall, to the extent permitted by applicable
law, be prima facie evidence of the 



 31
 









existence and amounts of the obligations of the
Borrower therein recorded; provided, however, that the failure of any Lender or
the Administrative Agent to maintain the Register or any such account, or any
error therein, shall not in any manner affect the obligation of the Borrower to
repay (with applicable interest) the Loans made to the Borrower by such Lender
in accordance with the terms of this Agreement.


(d)                                 The
Borrower agrees that, upon the request to the Administrative Agent by any Lender,
the Borrower will execute and deliver to such Lender a promissory note of the
Borrower evidencing any Loans of such Lender, substantially in the form of Exhibit E
with appropriate insertions as to date and principal amount.


2.20.                        Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Periodic Rate Loans as contemplated by this
Agreement, (a) the commitment of such Lender hereunder to make further
Eurodollar Periodic Rate Loans and continue Eurodollar Periodic Rate Loans as
such shall forthwith be canceled and (b) such Lender’s Loans then outstanding
as Eurodollar Periodic Rate Loans, if any, shall be converted automatically to
Eurodollar Daily Rate Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law.


 


SECTION 3.  REPRESENTATIONS AND WARRANTIES


To induce the Agents and the Lenders to enter into
this Agreement and to make the Loans, the Borrower represents and warrants to
each Agent and each Lender that:


3.1.                              Financial
Condition.


 


(a)                                  The
Monthly Operating Report most recently filed prior to the DIP Effective Date
and the Monthly Operating Reports for the preceding three monthly periods have
been prepared in good faith and in accordance with Bankruptcy Rule 2015(a), the
local rules of the Bankruptcy Court and the guidelines of the United States
Trustee with responsibility for the Case and are true and correct to the best
of the knowledge and belief of the individual signatory to each such Monthly
Operating Report.


(b)                                 During
the period from May 31, 2007 to and including the DIP Effective Date, there has
been no Disposition by any Group Member of any material part of its business or
property except as disclosed on Schedule 3.1(b).


(c)                                  Solvency;
Other Indebtedness.  After giving
effect to the incurrence of all Indebtedness and obligations being incurred in
connection herewith and consummation of the transactions to occur on the
Funding Date, (i) the Guarantor is, and will be, Solvent on and as of the
Funding Date; (ii) based on a reasonable valuation and based on the items
referred to in Schedule 3.1(c)(ii), the current value of SPC’s assets is
greater than the current aggregate amount of SPC’s stated liabilities and its
contingent liabilities (for purposes of this clause (ii), contingent
liabilities shall be valued at a reasonable estimate of the liabilities
resulting from pending litigation, asserted claims and assessments, guaranties,
environmental conditions, uninsured risks and other contingent liabilities of
SPC); (iii) based on the current financial condition and reasonable prospects
of SPC, SPC is now, and is reasonably expected in the future to be, able to pay
its debts and other liabilities as they become due; (iv) the Guarantor has
no Indebtedness or other liabilities (other than under the Guaranty), except as
disclosed on Schedule 3.1(c)(iv); (v) SPC has no Indebtedness
except under the Existing SPC Facility (which will be repaid in full on the
Funding Date) or as is disclosed on Schedule 3.1(c)(v); and (vi) the
amount of the Guaranty by Guarantor is not less than $9,990,000.



 32















3.2.          [Reserved]


3.3.          Corporate Existence; Compliance with Law.  Each
Group Member (a) is duly organized, validly existing and in good standing
(other than resulting solely from the Case) under the laws of the jurisdiction
of its organization, (b) has the power and authority, and, except to the
extent that the failure to have such legal right could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect, the legal right, to
own and operate its property, to lease the property it operates as lessee and
to conduct the business, if any, in which it is currently engaged, (c) is
duly qualified as a foreign business entity and in good standing (other than
resulting solely from the Case) under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to be so
qualified or in good standing could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (d) is in compliance with all
orders of the Bankruptcy Court, to the extent applicable to it, and
(e) except to the extent that the failure to comply therewith could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect, is
in compliance with all other Requirements of Law.


3.4.          Power; Authorization; Enforceable Obligations.  Each
Credit Party has, or upon the approval of the Final DIP Order shall have, the
power and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and to consummate the transactions
contemplated hereby or thereby and, in the case of the Borrower, to obtain
extensions of credit hereunder.  Each
Credit Party has taken all necessary organizational action to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party and to consummate the transactions contemplated hereby or thereby and, in
the case of the Borrower, to authorize the extensions of credit on the terms
and conditions of this Agreement.  Other
than the Final DIP Order, no consent, authorization or approval of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required or advisable in connection with the extensions of
credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the other Credit Documents or the
consummation of any of the transactions contemplated hereby or thereby, except
consents, authorizations, approvals, filings and notices (i) that have been
obtained or made and are in full force and effect (without the imposition of
any conditions that are not reasonably acceptable to the Majority Lenders) and
as to which all applicable waiting periods have expired without any action
being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose adverse conditions on the transactions contemplated
hereby, or (ii) that are described in Schedule 3.4, which consents, authorizations,
approvals, filings and notices described therein will have been obtained or
made and will be in full force and effect (without the imposition of any
conditions that are not reasonably acceptable to the Majority Lenders) on the
Funding Date, or (iii) by the Bankruptcy Court in the form of entry of the
Final DIP Order.  Other than the Final
DIP Order, no consent, authorization or approval of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person
is required or advisable in connection with the continuing operations of the
Group Members (except those required in the ordinary course of business in the
reorganization of the corporate structure of the Borrower’s Subsidiaries other
than Holdings and SPC and except those the failure to have or maintain which
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect).  Each Credit Document has been
duly executed and delivered on behalf of each Credit Party party thereto.  This Agreement constitutes, and each other
Credit Document upon execution will constitute, a legal, valid and binding
obligation of each Group Member party thereto, enforceable against each such
Group Member in accordance with its terms.


3.5.          No Legal Bar.  Upon
entry of the Final DIP Order, the execution, delivery and performance of this
Agreement and the other Credit Documents, the borrowings hereunder, the use of
the proceeds thereof, the ability of each Credit Party to perform its
obligations hereunder and thereunder, the ability of each Agent and each Lender
to exercise their respective rights and remedies, subject to the Final 



 33
 









DIP
Order, under the Credit Documents and the consummation of the transactions
contemplated hereby or thereby will not (a) violate or contravene, or be
restricted, impeded or subject to adverse conditions under, any Requirement of
Law or other restaint, (b) except for agreements entered into by the Borrower
prior to the commencement of the Case, the provisions of which are no longer enforceable
and which, in the case of executory contracts, have been or will be rejected by
the Borrower, conflict with, result in a breach of, constitute a default under,
or result in or permit the termination or acceleration of, any Contractual
Obligation of any Group Member or (c) result in, or require the creation
or imposition of, any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created hereby and by the other Credit Documents and the Final
DIP Order).  No Requirement of Law or
Contractual Obligation applicable to any Group Member exists that could, or
compliance with which could, reasonably be expected to have a Material Adverse
Effect, except as set forth on Schedule 3.5.


3.6.          Litigation.  Other than the Case or as
described on Schedule 3.6(a), there is no action, suit, investigation,
litigation or proceeding pending or, to the Credit Parties’ knowledge,
threatened in any court or before any arbitrator or Governmental Authority by
or against any Group Member or against any of their respective properties or
revenues that could reasonably be expected to have a Material Adverse
Effect, or if
adversely determined could reasonably be expected to have a Material Adverse
Effect.   Other than the Case or as
described on Schedule 3.6(b), there is no action, suit, investigation,
litigation or proceeding pending or, to the Credit Parties’ knowledge,
threatened in any court or before any arbitrator or Governmental Authority by
or against any Group Member or against any of their respective properties or
revenues with respect to, or that restrains or prevents, or imposes or
could reasonably be expected to impose materially adverse conditions upon, the
DIP Facility, the Credit Documents (or the rights and remedies of the Agents
and the Lenders thereunder), the Final DIP Order or the transactions
contemplated hereby or thereby, or threatens to do any of the foregoing.


3.7.          No Default.  Except for defaults arising
solely by reason of the filing of the Case, defaults existing under the
Existing SPC Facility prior to the DIP Effective Date and the defaults which
may be alleged under the agreements listed in Schedule 3.7, no Group
Member is in default under or with respect to any of its Contractual
Obligations and, to the knowledge of each Credit Party, no other Person party
thereto is in default under or with respect to such Contractual Obligations, in
either case, in any respect that could reasonably be expected to have a Material
Adverse Effect.  No Default or Event of
Default has occurred and is continuing.


3.8.          Ownership of Real Property; Liens.  Each
Credit Party and SPC has title in fee simple to, or a valid leasehold interest
in, all its Real Property, and good and marketable title to, or a valid
leasehold interest in, all its other property. 
No property of any Credit Party or SPC is subject to any Lien except (i)
the Liens securing obligations under the Existing SPC Facility, which Liens
will be released immediately after giving effect to repayment of the
obligations under the Existing SPC Facility, which shall occur on the Funding
Date, and (ii) Permitted Liens.


3.9.          Intellectual Property.


(a)           Schedule 3.9 lists all Material Intellectual Property of
the Credit Parties on the DIP Effective Date, separately identifying that owned
by such Credit Party and that licensed to such Credit Party.  The Material Intellectual Property set forth
on Schedule 3.9 for such Credit Party constitutes all of the
intellectual property rights necessary to conduct its business.


(b)           On the DIP Effective Date, all Material
Intellectual Property owned by such Credit Party is valid, subsisting,
unexpired and enforceable, has not been adjudged invalid and has not 



 34
 









been
abandoned and the use thereof in the business of such Credit Party does not
infringe upon or conflict with the intellectual property rights of any other
Person.


(c)           Except as set forth in Schedule 3.9,
on the DIP Effective Date, none of the Material Intellectual Property owned by
such Credit Party is the subject of any licensing or franchise agreement
pursuant to which such Credit Party is the licensor or franchisor.


(d)           No holding, decision or judgment has been
rendered by any Governmental Authority which would limit, cancel or question the
validity of, or such Credit Party’s rights in, any Material Intellectual
Property.


(e)           No action or proceeding seeking to limit,
cancel or question the validity of any Material Intellectual Property owned by
such Credit Party or such Credit Party’s ownership interest or other rights
therein is on the DIP Effective Date pending or, to the knowledge of such
Credit Party, threatened.  There are no
claims, judgments or settlements to be paid by such Credit Party relating to
the Material Intellectual Property.  


3.10.        Taxes.  Except for domestication
duties, if any, that may be owed by any Group Member or in respect of the
property of any Group Member, in an aggregate amount not to exceed $5,800,000,
(x) each Group Member has filed or caused to be filed all material tax returns
that are required to be filed up to and including the date set forth opposite
such Person’s name on Schedule 3.10, and has paid all taxes shown to be
due and payable on said returns or on any assessments made against it or any of
its property and all other material taxes, fees or other charges imposed on it
or any of its property by any Governmental Authority, (y) all material tax
returns filable by any other Person, and all taxes payable by any other Person,
in each case in respect of which any Group Member may have joint or several
liability in an aggregate amount in excess of $500,000, have been filed or
paid, as applicable, and (z) all such material tax returns referred to in clauses
(x) and (y) above are correct and complete (other than, in each of
the foregoing clauses (x), (y) and (z), (1) any taxes the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Borrower or any of its
Subsidiaries, as the case may be, or (2) as otherwise expressly disclosed to
the Lenders in writing at least two Business Days prior to the date of the
execution and delivery of this Agreement by them).  To the knowledge of each Credit Party, with
respect to any such tax, fee or other charge, (1) no tax Lien has been filed
and (2) other than with respect to any taxes the amount or validity of which
are currently being contested by appropriate proceedings diligently pursued or
are in good faith not being paid and, in each case, with respect to which
reserves have been provided on the books of the Borrower or any of its
Subsidiaries, as the case may be, no claim is being asserted that could
reasonably be expected to have a Material Adverse Effect.  No Group Member (a) intends the Loans or any
other transaction contemplated hereby to be a “reportable transaction” (within
the meaning of Treasury Regulation 1.6011-4) or (b) is aware of any facts or
events that would result in such treatment.


3.11.        Federal Regulations.  No
part of the proceeds of any Loans, and no other extensions of credit hereunder,
are intended to be used for “buying” or “carrying” any “margin stock” within
the respective meanings of each of the quoted terms under Regulation U as now
and from time to time hereafter in effect or for any purpose that violates the
provisions of the Regulations of the Board. 



3.12.        Labor Matters. 
Except as, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:  (a) there are
no strikes or other labor disputes against or affecting any Group Member
pending or, to the knowledge of any Credit Party, threatened; (b) hours worked
by and payment made to employees of each Group Member have not been in violation
of the Fair Labor Standards Act or any other Requirement of Law dealing with
such matters; and (c) all payments due from any Group 



 35
 









Member
on account of employee health and welfare insurance have been paid or accrued
as a liability on the books of the relevant Group Member.


3.13.        ERISA.  Other than the Reportable
Event in connection with the Case, neither a Reportable Event nor an
“accumulated funding deficiency” (within the meaning of Section 412 of the Code
or Section 302 of ERISA) has occurred during the five-year period prior to the
date on which this representation is made or deemed made with respect to any
Single Employer Plan, and other than technical defaults capable of cure for an
aggregate amount of $1,000,000 or less, each Single Employer Plan has complied
in all material respects with the applicable provisions of ERISA and the
Code.  No termination of a Single
Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. 
The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions that are used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits by a material amount, provided, however,
that such amount shall be deemed not to be material so long as all such amounts
do not exceed, in the aggregate, $4,000,000 for the Borrower and its Subsidiaries
taken as a whole.  No Credit Party and no
Subsidiary under common control with (within the meaning of Section 4001 of
ERISA) a Credit Party is a party to, is subject to, or contributes or has
contributed to any Multiemployer Plan. 
Except as otherwise disclosed to the Lenders in writing at least two
Business Days prior to the date of the execution and delivery of this Agreement
by them, to the Borrower’s knowledge each Foreign Pension Plan is in compliance
(A) with all applicable provisions of law and all applicable regulations and
published interpretations thereunder with respect to such Foreign Pension Plan
and (B) with the terms of such plan, except, in each case, for such
noncompliances as could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


3.14.        Investment Company Act; Other Regulations.  No
Credit Party is, and SPC is not, an “investment company” that is required to be
registered under the Investment Company Act of 1940, as amended.  No Credit Party is subject to regulation
under any Requirement of Law (other than Regulation X of the Board) that limits
its ability to incur Indebtedness, other than the SCL Case or related Bermuda
insolvency proceedings.


3.15.        Subsidiaries. 
(a) As of the DIP Effective Date, Schedule 3.15 sets forth
the name and jurisdiction of incorporation of each Significant Subsidiary of
the Borrower and, as to each such Significant Subsidiary, the percentage of
each class of Equity Interests owned by any Group Member and (b) except
where such circumstance could not reasonably be expected to have a Material
Adverse Effect, there are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options
granted to employees or directors and directors’ qualifying shares) of any
nature relating to any Equity Interest in any Group Member, except (i) the
Liens on Equity Interests in SPC held by the Guarantor and securing obligations
under the Existing SPC Facility, which Liens will be released immediately after
giving effect to repayment of the obligations under the Existing SPC Facility,
which shall occur on the Funding Date, and (ii) as created by the Credit
Documents and the Final DIP Order.


3.16.        Use of Proceeds.  The
proceeds of the Loans will be used exclusively by the Borrower in accordance
with, and in the manner and subject to the limitations described in, Section 5.13.


3.17.        Environmental Matters. 
Except as, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:


(a)           no Group Member has received or is aware of
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance 



 36
 









with
Environmental Laws with regard to the Group Business, nor does the Borrower
have knowledge or reason to believe that any such notice will be received or is
being threatened; and


(b)           no judicial proceeding or governmental or
administrative action is pending or, to the knowledge of any Credit Party,
threatened, under any Environmental Law to which any Group Member is or will be
named as a party with respect to the Group Properties or the Group Business,
nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to any Group
Member, the Group Properties or the Group Business.


3.18.        Accuracy of Information, etc.  No
statement or information contained in this Agreement, any other Credit Document
or any other document, certificate or written statement furnished by or on
behalf of any Credit Party to the Administrative Agent or the Lenders or the
Bankruptcy Court, or any of them, for use in connection with the transactions
contemplated by this Agreement or the other Credit Documents, when taken as a
whole, contained as of the date such statement, information, document or
certificate was so furnished any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements contained herein or
therein not misleading. There are no facts or circumstances known to any Credit
Party that individually or in the aggregate could reasonably be expected to
have a Material Adverse Effect, that have not previously been disclosed in
writing to the Lenders.


3.19.        [Reserved]


3.20.        Secured, Super-Priority Obligations, Etc.


(a)           The provisions of the Credit Documents and
the Final DIP Order are effective as of the Funding Date, and will continue to
be effective after the Funding Date, to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, legal, valid and perfected Liens
on and security interests in (having, after the release (which shall occur on
the Funding Date) of the Liens securing obligations under the Existing SPC
Facility, the priority provided for herein and in the Final DIP Order) all
right, title, and interest of each Credit Party in, to and under the
Collateral, enforceable against each Credit Party that owns an interest in such
Collateral.


(b)           All Secured Obligations and all other amounts
owing by the Guarantor hereunder and under the other Credit Documents in
respect thereof will be secured pursuant to the Liens granted hereunder and
under the other Credit Documents by a perfected, first priority (after the
release (which shall occur on the Funding Date) of the Liens securing
obligations under the Existing SPC Facility, and subject only to Permitted
Senior Liens) security interest in and Lien on all property that constitutes Guarantor
Collateral, whether now owned or existing or hereafter acquired or arising and
regardless of where located, whether within the United States or in other
locations, and Proceeds thereof, except as otherwise disclosed on Schedule
3.20. 


(c)           All Secured Obligations and all other amounts
owing by the Borrower hereunder and under the other Credit Documents will be
secured pursuant to the Liens
granted hereunder and under the other Credit Documents and section
364(c)(2) or 364(c)(3) of the Bankruptcy Code and the Final DIP Order, by a
perfected, first priority senior security interest in and Lien on (subject only
to the Carve-Out and Permitted Senior Liens) all property of the Debtor and its
estate that constitutes Borrower Collateral, whether now owned or existing or
hereafter acquired or arising and regardless of where located, whether within
the United States or in other locations, and all proceeds thereof.



 37
 









(d)           Pursuant to section 364(c)(1) of the
Bankruptcy Code and the Final DIP Order all Obligations under the Credit
Documents at all times will constitute allowed super-priority administrative
expense claims in the SCL Case having priority over all other costs and
expenses of any kind, including those specified in, or ordered pursuant to,
sections 105, 326, 330, 331, 503(b), 507(a), 507(b) or 726 of the Bankruptcy
Code, subject only to the Carve-Out, provided that the Agents and the
Lenders disclaim any Lien or priority with respect to proceeds (including
recoveries) of Chapter 5 Claims.


(e)           The Final DIP Order is a Non-Appealable
Order.


3.21.        Accounts.  The only Deposit Accounts,
Securities Accounts and Commodity Accounts maintained by any Credit Party on
the DIP Effective Date are those listed on Schedule 3.21, which sets
forth such information separately for each Credit Party.  Schedule 3.21 sets forth all of the
Deposit Accounts, Securities Accounts and Commodity Accounts of any Credit
Party that were in existence immediately prior to the Petition Date.  All Collateral held by a bank or other Person
in a Deposit Account, other than the Specified Exempt Account, is in a Control
Account.  No deposits have been made in
or to the Specified Exempt Account other than to the extent required for
employers’ liability insurance deposit purposes.


3.22.        Title to Pledged Collateral. 
Except for Permitted Liens and the Liens granted to the Collateral Agent
pursuant to this Agreement and the other Credit Documents and the Final DIP
Order, each Credit Party is the record and beneficial owner of the Pledged
Collateral pledged by it hereunder constituting Instruments or certificated
securities and is the entitlement holder of all such Pledged Collateral
constituting Investment Property held in a Securities Account and owns each
other item of Pledged Collateral in which a Lien is granted by it hereunder.


3.23.        Pledged Collateral.


(a)           The Pledged Equity Interests pledged
hereunder by each Credit Party constitute that percentage of the issued and
outstanding equity of all classes of each issuer thereof as set forth on Schedule
3.23.


(b)           All of the Pledged Equity Interests have been
duly and validly issued and are fully paid and nonassessable.


(c)           Each of the Pledged Notes constitutes the
legal, valid and binding obligation of the obligor with respect thereto,
enforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, and general
equitable principles (whether considered in a proceeding in equity or at law).


(d)           All Pledged Equity Interests owned by such
Credit Party as of the DIP Effective Date are listed on Schedule 3.23.


(e)           All Pledged Collateral consisting of
certificated securities or Instruments has been delivered to the Collateral
Agent.


(f)            All Pledged Collateral held by a Securities
Intermediary in a Securities Account is in a Control Account.



 38
 









(g)           Other than the Pledged Equity Interests that
constitute General Intangibles, there is no Pledged Collateral other than that
represented by certificated securities or Instruments in the possession of the
Collateral Agent or that consisting of Financial Assets held in a Control
Account.


(h)           All Collateral of each Credit Party
constituting Indebtedness of any other Person is listed on Schedule 3.23.


(i)            No Person other than the Collateral Agent has
Control over any Investment Property of such Credit Party that constitutes
Collateral.


3.24.        Anti-Terrorism Law.


(a)           No Group Member is in violation of any laws
relating to terrorism or money laundering (“Anti-Terrorism Laws”),
including Executive Order No. 13224 on Terrorist Financing, effective September
24, 2001 (the “Executive Order”), and the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56.


(b)           No Group Member or, to the knowledge of any
Credit Party, any broker or other agent of any Group Member acting or
benefiting in any capacity in connection with the Loans is any of the
following:


(i)            a person that is listed in the annex to, or
is otherwise subject to the provisions of, the Executive Order;


(ii)           a person owned or controlled by, or acting for or on behalf of, any
person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;


(iii)          a person with which any Lender is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law;


(iv)          a person that commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order; or


(v)           a person that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department
Office of Foreign Assets Control (“OFAC”) at its official website or any
replacement website or other replacement official publication of such list.


(c)           No Group Member or, to the knowledge of any
Credit Party, any broker or other agent of any Group Member acting in any
capacity in connection with the Loans (i) conducts any business with, or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of, any Person described in clause (b) above, (ii)
deals in, or otherwise engages in any transaction relating to, any property or
interests in property blocked pursuant to the Executive Order, or (iii) engages
in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.



 39
 









SECTION 4.  CONDITIONS
PRECEDENT


4.1.          Conditions Precedent to Loans on the Funding
Date.  The obligation of each Lender to make the
Loans requested to be made by it on or after the Funding Date is subject to the
satisfaction of, prior to or concurrently with the making of such Loans, all of
the following conditions precedent:


(a)           Bankruptcy Court Order.  


(i)           The Bankruptcy Court shall have (A) entered the Commitment Order
after notice given and a hearing conducted in accordance with Bankruptcy Rule
4001(a) and 4001(c), certified by the Clerk of the Bankruptcy Court as having
been duly entered, and the Commitment Order shall be in full force and effect
and shall not have been vacated, reversed, modified, amended or stayed without
the prior written consent of the Majority Lenders, and (B) entered the
Final DIP Order after notice given and a hearing conducted in accordance with
Bankruptcy Rule 4001(a) and 4001(c), certified by the Clerk of the Bankruptcy
Court as having been duly entered, and the Final DIP Order shall be in full
force and effect and shall not have been vacated, reversed, modified, amended
or stayed without the prior written consent of the Majority Lenders, and the
Final DIP Order Effective Date shall have occurred no later than July 16, 2007;
and


(ii)          All motions and other documents to be filed with and submitted to the
Bankruptcy Court in connection with the Credit Documents and the approval
thereof shall be in form and substance satisfactory to the Majority Lenders.


(b)           Repayment of the Existing SPC Facility.  In
the case of Loans requested to be made on the Funding Date, arrangements
satisfactory in form and substance to the Majority Lenders shall have been made
for repayment of the Existing SPC Facility, and the termination of all Liens granted
in connection with the Existing SPC Facility, substantially contemporaneously
with the making of such Loans, in each case on terms and conditions
satisfactory to the Majority Lenders, which arrangements shall include (i) a
capital contribution by the Borrower to Holdings on the Funding Date, (ii) an
agreement by Holdings to apply all of the proceeds of the capital contribution
from the Borrower on the Funding Date to the making of a capital contribution
to SPC on the Funding Date, (iii) an agreement by SPC to apply all of the
proceeds of the capital contribution from Holdings on the Funding Date,
together with additional moneys available to SPC therefor, if any, to repay in
full all outstanding obligations under the Existing SPC Facility on the Funding
Date, (iv) a written acknowledgement by Holdings of the receipt of the proceeds
of the capital contribution from the Borrower on the Funding Date in an amount
equal to the Payoff Amount, (v) a written acknowledgement by SPC of the receipt
of the proceeds of the capital contribution from Holdings on the Funding Date
in an amount equal to the Payoff Amount, and (vi) a payoff and release letter
from each creditor or other obligee under the Existing SPC Facility confirming
that all obligations under the Existing SPC Facility have been paid in full on
the Funding Date and all Liens securing the Existing SPC Facility, if any, have
been terminated.


(c)           Certain Credit Documents; Etc.  The
Administrative Agent shall have received each of the following, each dated the
DIP Effective Date unless otherwise indicated or agreed to by the Majority
Lenders, in form and substance satisfactory to each Lender and each of their
respective counsel, duly executed by each party thereto, and in sufficient
copies as requested by each of them:


(i)            this Agreement, duly executed and delivered
by the Borrower;


(ii)           for the account of each Lender requesting the same, Notes of the
Borrower conforming to the requirements set forth herein;



 40
 









(iii)          [Reserved]


(iv)          [Reserved]


(v)           each other Credit Document, duly executed by each appropriate Credit
Party and, in the case of each Account Control Agreement, by the applicable
Bank or Approved Securities Intermediary;


(vi)          each item of Pledged Collateral, in form for transfer by delivery; and


(vii)         each certificate, instrument or document executed by a Credit Party and
delivered to either Agent or any Lender pursuant to or in connection with any
of the foregoing.


(d)           Certain Other Documents.  The
Administrative Agent shall have received each of the following, each dated the
DIP Effective Date unless otherwise indicated herein or agreed to by the
Majority Lenders, in form and substance satisfactory to each Lender and each of
their respective counsel, duly executed by each party thereto, and in sufficient
copies as requested by each of them:


(i)            [Reserved]


(ii)           [Reserved]


(iii)          a solvency certificate of an officer of the Guarantor substantially in
the form of Exhibit H;


(iv)          a solvency certificate of an officer of SPC substantially in the form
of Exhibit I;


(v)           a secretary’s certificate of each Credit Party and SPC, dated as of the
DIP Effective Date, substantially in the form of Exhibit J, with
appropriate insertions and attachments including (A) in the case of each Credit
Party, certification as to the incumbency of officers, (B) in the case of each
Credit Party, authorizing resolutions (for, as applicable, entering into the
Credit Documents, incurring the Indebtedness and granting the Liens
contemplated hereby and thereby, and consummating the transactions contemplated
hereby and thereby, and for such other matters as the Majority Lenders, in
their discretion, may request), (C) memorandum of association, bye-laws and/or
private act or analogous documents, (D) the certificate of incorporation or
formation certified by the relevant authority of the jurisdiction of
incorporation or organization of such Credit Party, and (E) a certificate of
compliance from its jurisdiction of incorporation or organization attesting to
the good standing of such Credit Party;


(vi)          an officer’s certificate of each Credit Party, dated as of the DIP
Effective Date, substantially in the form of Exhibit K, with
appropriate insertions and attachments including certification as to
satisfaction of the conditions set forth in Section 4.2;


(vii)         a favorable opinion of Kirkland & Ellis, counsel to the Credit
Parties, in substantially the form of Exhibit L, addressed to the
Agents and the Lenders;



 41
 









(viii)        a favorable opinion of Appleby, Bermuda counsel to the Credit Parties,
addressed to the Agents and the Lenders and addressing such other matters as
any Lender may reasonably request;


(ix)           copies of UCC search reports or analogous search reports listing all
effective financing statements or analogous filings that name any Credit Party
as debtor, together (to the extent possible) with copies of such financing
statements or analogous filings, none of which shall cover the Collateral
(except for those which shall be terminated on or prior to the Funding Date and
Permitted Liens);


(x)            the results of a recent Lien search in each
of the jurisdictions where the Credit Parties are organized and where
Collateral is located, and such search shall reveal no Liens on any Collateral
except for Permitted Liens or Liens that have been discharged (or with respect
to which satisfactory arrangements shall have been made for such discharge on
or prior to the Funding Date on terms and conditions satisfactory to the
Majority Lenders) pursuant to documentation reasonably satisfactory to the
Majority Lenders;


(xi)           evidence reasonably satisfactory to the Majority Lenders of the making
of the filings and giving of the notices and obtaining of the consents,
approvals and authorizations listed on Schedule 3.4 or otherwise
customary for financings of this type or reasonably required by either Agent or
the Lenders, and the expiration of all applicable waiting periods without any
action being taken or threatened by any competent authority that would
restrain, prevent or otherwise impose adverse conditions on the transactions contemplated
hereby; and


(xii)          evidence reasonably satisfactory to the Majority Lenders that the
Borrower has caused the organizational documents of each of Holdings and SPC to
be amended in a manner satisfactory in form and substance to the Majority
Lenders so as to provide for the payment of amounts to the Borrower to service
the Obligations and to otherwise permit the execution of and entry into the
Credit Documents to which it is a party, and the consummation of and
performance of obligations pursuant to the transactions contemplated hereby and
thereby, by Holdings and SPC; and


(xiii)         such other certificates, documents and agreements, and such other
information respecting any Credit Party and SPC, as may be necessary or
appropriate to give effect to the Credit Documents or the Orders or the
transactions contemplated thereby in the reasonable opinion of the Majority
Lenders, or as any Lender may otherwise reasonably request.


(e)           Insurance.  The Administrative Agent shall
have received copies of insurance policies satisfying the requirements of Section 5.5
and insurance certificates from independent insurance brokers certifying that
all insurance maintained by each Credit Party, in respect of the Collateral or
otherwise, is placed with such insurance companies, in such amounts, in such
form and against such risks as are usually insured against in the same general
area by companies engaged in same or similar business, together with evidence
that such insurance, and all policies with respect thereto, otherwise satisfies
the requirements of Section 5.5.


(f)            Fees and Expenses Paid. 
There shall have been paid to the Agents and the Lenders, as applicable,
all fees and expenses (including reasonable fees and expenses of counsel) due
and payable on or before the Funding Date, including the DIP Transaction Costs.



 42
 









(g)           Filings, Registrations and Recordings.  Each
document (including any UCC financing statement or analogous filing or
registration) required by the Credit Documents or under law or reasonably
requested by the Majority Lenders to be filed, registered or recorded in order
to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, a perfected Lien on the Collateral described therein, prior and
superior in right to any other Person (other than, in the case of Collateral,
with respect to Permitted Senior Liens and the Carve-Out), shall be in proper
form for filing, registration or recordation and delivered to the
Administrative Agent or Collateral Agent, as applicable.


(h)           Due Diligence.  The
Administrative Agent and the Lenders shall have been given such access to the
management, records, books of account, contracts, and properties of the
Borrower and its Significant Subsidiaries and shall have received such
financial, business, legal and other information regarding the Borrower and its
Significant Subsidiaries as the Majority Lenders shall have requested.  All documents and information required to
have been delivered to the Administrative Agent or the Lenders prior to or in
connection with the Commitment Letter shall have been so delivered and be true,
correct and complete in all material respects at the time given.


(i)            Priority and Security.  The
Collateral Agent shall have a legal, valid and perfected Lien on and security
interest in the Collateral with the priorities as set forth in Sections 3.20
and 10.1 and the Collateral shall be free of all Liens other than
Permitted Liens.  The Indebtedness of SPC
to any Person other than a Credit Party, listed on Schedule 3.1(c)(v),
has been subordinated to the Indebtedness of SPC to the Guarantor (if any) and
the Borrower pursuant to the Subordination Agreement.


4.2.          Conditions Precedent to Each Loan.  The
obligation of each Lender on any date (including the Funding Date) to make any
Loan requested to be made hereunder is subject to the satisfaction, prior to or
concurrently with the making of such Loan on such date, of all of the following
conditions precedent:


(a)           Representations and Warranties; No Defaults,
Etc.  The following statements shall be true (1) on
the date of such Loan, both before and after giving effect thereto and to the
application of the proceeds thereof, except where such representation speaks as
of a specific date, in which case the representation shall be true as of the
date as of which it is made, and, if different, (2) on the Funding Date:


(i)            The representations and warranties set forth
in Section 3 and in the other Credit Documents are true and correct
(provided that the representations and warranties set forth in Sections 3.23(e)
and (g) and made on the Funding Date shall be deemed to be so made
giving effect to the making of the Loans on the Funding Date); and


(ii)           no Default or Event of Default has occurred and is continuing.


(b)           No Legal Impediments.  The
making of the Loans on such date does not violate any Requirement of Law on the
date of or immediately following such Loan and is not enjoined, temporarily,
preliminarily or permanently.


(c)           Commitment Order; Final DIP Order, Etc.  The
Commitment Order and the Final DIP Order shall be in full force and effect and
shall not have been vacated, reversed, modified, amended or stayed (except, in
the case of the Commitment Order, by the Final DIP Order) without the prior
written consent of the Majority Lenders. 



Each
submission by the Borrower to the Administrative Agent of a notice of Borrowing
pursuant to Section 2.2 and the acceptance by the Borrower of the
proceeds of each Loan requested therein shall be



 43
 









deemed to constitute a
representation and warranty by the Borrower as to the matters specified in Section
4.2 on and as of the date of the making of such Loan.


SECTION 5.  AFFIRMATIVE
COVENANTS


So
long as any Loan or other amount is owing to any Lender or either Agent
hereunder, the Credit Parties covenant and agree with the Lenders that:


5.1.          Monthly Operating Reports.  The
Borrower will furnish to the Administrative Agent and each Lender as soon as
available but in any event within 5 days of filing with the applicable office
of the clerk of the Bankruptcy Court a copy of the most recent Monthly
Operating Report, which shall be prepared in good faith, in reasonable detail
and in accordance with Bankruptcy Rule 2015(a), the local rules of the
Bankruptcy Court and the guidelines of the United States Trustee with
responsibility for the Case and which shall be true and correct to the best of
the knowledge and belief of the individual signatory to such Monthly Operating
Report.


5.2.          Reports; Certificates; Other Information.  The
Borrower will furnish to the Administrative Agent and each Lender (or, in the
case of clause (f), to the relevant Lender):


(a)           no less frequently than quarterly, SPC
Reporting Information, prepared using methodology reasonably acceptable to the
Majority Lenders;


(b)           [Reserved];


(c)           concurrently with the delivery of any Monthly
Operating Report pursuant to Section 5.1, a certificate of a Responsible
Officer stating that, to the best of each such Responsible Officer’s knowledge,
each Credit Party during the period covered by such Monthly Operating Report
has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Credit
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Responsible Officer has obtained no knowledge of any Default or
Event of Default, except as specified in such Monthly Operating Report or in a
written notice of the Borrower delivered to the Lenders pursuant to Section
5.7(a);


(d)           [Reserved];


(e)           within five days after the same are sent,
copies of all financial statements and reports that the Borrower sends to the
holders of any class of its debt securities or public equity securities and,
within five days after the same are filed, copies of all financial statements
and reports that the Borrower may make to, or file with, the SEC or the
Bankruptcy Court;


(f)            promptly upon request, such other reports and
information respecting the business, financial or other condition, operations,
performance, properties or prospects of the Borrower or any of its Significant
Subsidiaries as the Administrative Agent or any Lender may from time to time
reasonably request.


Notwithstanding
the above, the Borrower shall not be required to furnish the Administrative
Agent or the Lenders (in each case in their capacity as such) with Confidential
Bankruptcy Case Information.


5.3.          Payment of Taxes, Etc. 
Except to the extent such payment is prohibited by the Bankruptcy Code
or, with respect to Subsidiaries, except as the Majority Lenders otherwise
consent, each 



 44
 









Credit
Party will, and will (except where the directors of the relevant Subsidiary
determine that such required action would be illegal or would violate the
directors’ fiduciary duties to creditors of the relevant Subsidiary) cause each
of its Subsidiaries (other than Subsidiaries that are not Significant
Subsidiaries and whose failure so to act could not reasonably be expected to
cause the liability of such Subsidiary to become or result in a liability of a
Group Member) to, pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its material obligations
related to taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits or in respect of its property, except where
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the relevant Group Member and no
action has been taken by the relevant obligee to impose (except as permitted in
Section 6.2 and as do not result in an Event of Default under Section
7.1), or foreclose on, any Lien against any Collateral in respect of such
obligations.


5.4.          Maintenance of Existence; Compliance. 
Except to the extent that the Majority Lenders otherwise consent, each
Credit Party will, and will (except where the directors of the relevant
Subsidiary determine that such required action would be illegal or would
violate the directors’ fiduciary duties to creditors of the relevant
Subsidiary) cause each of its Significant Subsidiaries to, (a) (i) preserve,
renew and keep in full force and effect its organizational existence and (ii)
take all reasonable action to maintain all rights, privileges, permits and
franchises necessary or desirable in the normal conduct of its business,
except, in each case, as otherwise permitted by Section 6.3 and except,
in the case of clause (ii) above, to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (b) to
the extent not prohibited by the Bankruptcy Code, comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith resulted solely because of the filing of the SCL Case or could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.


5.5.          Maintenance of Property; Insurance. 
Except to the extent that the Majority Lenders otherwise consent, each
Credit Party will, and will (except where the directors of the relevant
Subsidiary determine that such required action would be illegal or would
violate the directors’ fiduciary duties to creditors of the relevant
Subsidiary) cause each of its Significant Subsidiaries to, (a) except as
otherwise required by the Bankruptcy Code, maintain and preserve all Collateral
and, except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect, all other property useful and necessary in its
business (other than cash) in good working order and condition, ordinary wear
and tear excepted; (b) maintain all Collateral and such other property in
accordance with all requirements set forth herein and in the other Credit
Documents; and (c) maintain with financially sound and reputable insurance
companies insurance on all its property, including the Collateral, and other
insurance (including casualty, liability and D&O Insurance), consistent
with past practice but in any event in at least such scope and amounts and
against at least such risks as are usually insured against in the same general
area by companies engaged in the same or a similar business, all of which
insurance policies maintained by or for the benefit of any Credit Party (other
than D&O Insurance) shall provide that no cancellation, material addition
in amount or material change in coverage shall be effective without thirty
days’ prior written notice thereof to the Administrative Agent.  


5.6.          Inspection of Property; Books and Records;
Discussions.  Each Credit Party will, and will use its best
efforts to cause each of its Significant Subsidiaries to, (a) keep proper books
of records and accounts in which full, true and correct entries, in the case of
the Borrower in conformity with GAAP or reporting requirements under the
Bankruptcy Code and with respect to all other Group Members in conformity with
all Requirements of Law as provided pursuant to applicable local statutes,
shall be made of all dealings and transactions in relation to its business and
activities and (b) permit representatives of the Administrative Agent or any
Lender to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time and as often
as may reasonably be 



 45
 









desired
and to discuss the business, operations, properties and financial and other
condition of the Group Members with officers and employees of the Group Members
and with their independent certified public accountants, if any.


5.7.          Notices.  The Borrower will promptly,
and in any event within the periods indicated below, give notice to the
Administrative Agent and each Lender:


(a)           within two Business Days, of the occurrence
of any Default or Event of Default;


(b)           within two Business Days of any officer of
the Borrower obtaining knowledge thereof, of any (i) default or event of
default under any Contractual Obligation of any Group Member or (ii)
litigation, investigation or proceeding that may exist at any time between any
Group Member and any Governmental Authority, or any notice of violation that
may be issued by any Governmental Authority to any Group Member, that in the
case of either clause (i) or (ii), if not cured or if adversely determined, as
the case may be, could reasonably be expected to have a Material Adverse Effect;


(c)           within two Business Days, of receipt of
service or other notice of any litigation or proceeding affecting any Group
Member (other than litigation against the Borrower involving claims arising
prior to the commencement of the Case and that are stayed or enjoined by
operation of the Bankruptcy Code or by order of the Bankruptcy Court) (i) in
which the amount involved is $5,000,000 or more, (ii) in which injunctive or
similar relief is sought or (iii) which relates to any Credit Document;


(d)           within 30 days after any Credit Party knows
or has reason to know thereof, of the following events occurring after the date
of this Agreement:  (i) the occurrence of
any Reportable Event with respect to any Single Employer Plan, a failure to
make any required contribution to a Single Employer Plan, or the creation of
any Lien in favor of (A) the PBGC, (B) a Single Employer Plan, (C) any foreign
Governmental Authority having regulatory authority with respect to any Foreign
Pension Plan or (D) any Foreign Pension Plan, or any withdrawal from, or the
termination of, any Foreign Pension Plan, (ii) the institution of proceedings
or the taking of any other action by the PBGC, any Credit Party, Subsidiary or
any Commonly Controlled Entity with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan, or any comparable
action with respect to any Foreign Pension Plan, (iii) the failure to make any
required contribution to any Plan or any Foreign Pension Plan other than The
Sea Containers 1983 Pension Scheme and The Sea Containers 1990 Pension Scheme
or (iv) the incurrence by any Credit Party or Subsidiary of any other material
liability pursuant to, or in connection with, any Plan or Foreign Pension Plan,
other than liabilities capable of cure for an aggregate amount of $500,000 or
less; 


(e)           within two Business Days, of any pleading,
motion, application, judicial information or other document served, filed by or
on behalf of the Debtor with the Bankruptcy Court or the United States Trustee
in the Case, or distributed by or on behalf of the Debtor to any Committee in
the Case (together, in each case, with a copy thereof, provided, that
the Borrower shall not be required to provide the Administrative Agent or the
Lenders with copies to the extent containing Confidential Bankruptcy Case
Information but shall instead provide such copies with Confidential Bankruptcy
Case Information redacted from them);


(f)            within two Business Days of any officer of
the Borrower obtaining knowledge thereof, in reasonable detail, of any Lien
asserted against any of the Collateral other than Permitted Liens; and



 46
 









(g)           within four Business Days of any officer of
the Borrower obtaining knowledge thereof, of any development or event that has
had or could reasonably be expected to have a Material Adverse Effect.


Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower or the relevant Subsidiary proposes to
take with respect thereto.


5.8.          Environmental Laws.  Each
Credit Party will, and will (except where the directors of the relevant
Subsidiary determine that such required action would be illegal or would
violate the directors’ fiduciary duties to creditors of the relevant
Subsidiary) cause each of its Significant Subsidiaries to, except where the
failure to so comply therewith could not reasonably be expected to have a
Material Adverse Effect: 


(a)           comply in all material respects with, and ensure
compliance in all material respects by all tenants and subtenants, if any,
with, all applicable Environmental Laws, and obtain and comply in all material
respects with and maintain, and ensure that all tenants and subtenants obtain
and comply in all material respects with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws;


(b)           conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects
with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws;


(c)           keep or cause to be kept all Group Properties
free and clear of any material Lien imposed pursuant to any Environmental Laws;
and


(d)           generate, use, treat, store, Release or
permit the generation, use, treatment, storage or Release of Materials of
Environmental Concern on any of its Group Properties or otherwise in connection
with the ownership or operation of the Group Business (except as is required
for the operation of the Group Business) in material compliance with all
applicable Environmental Laws and in a manner that is not reasonably likely to
result in any material liabilities of any Group Member under any Environmental
Law.


5.9.          Additional Collateral.  The
Borrower will, and will cause Holdings to: 


(a)           with respect to any property constituting, or
included in the definition of, Collateral that is acquired or created after the
DIP Effective Date by any Credit Party, and as to which the Collateral Agent,
for the benefit of the Secured Parties, does not have a perfected Lien,
promptly (i) execute and deliver to the Administrative Agent such amendments and/or
supplements to this Agreement or such other documents as the Majority Lenders
deem necessary or advisable to grant to the Collateral Agent, for the benefit
of the Secured Parties, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected security interest in such property
having the priority specified in Sections 3.20 and 10.1,
including the filing of UCC financing statements or comparable filings or
registrations in such jurisdictions as may be required by this Agreement or by
law or as may be requested by the Majority Lenders;


(b)           with respect to any Subsidiary created or
acquired after the DIP Effective Date by Holdings, promptly (to the extent not
previously done) (i) execute and deliver to the Administrative Agent such
amendments and/or supplements to the Credit Documents, by addendum signature
page or 



 47
 









otherwise,
and execute such Ancillary Collateral Documents and other documents as the Majority
Lenders deem necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected security interest having the
priority set forth in Sections 3.20 and 10.1 in the Equity
Interests in such Subsidiary that is owned by Holdings, (ii) deliver to the
Collateral Agent the certificates representing such Equity Interests, together
with undated share transfer forms, in blank, executed and delivered by a duly
authorized officer of Holdings and (iii) if requested by the Majority
Lenders, deliver to the Administrative Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and
from counsel, reasonably satisfactory to the Majority Lenders.


5.10.        Further Assurances; Cooperation.  Each
Credit Party will, and will (except where the directors of the relevant
Subsidiary determine that such required action would be illegal or would
violate the directors’ fiduciary duties to creditors of the relevant
Subsidiary) cause each of its Significant Subsidiaries to, (i) from time
to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take all such actions,
as the Majority Lenders may reasonably request for the purposes of implementing
or effectuating the provisions of this Agreement and the other Credit
Documents, or otherwise for the purposes described in Section 10.2, and
(ii) cooperate with the Administrative Agent and the Lenders, and each of
their financial advisors, counsel, and other consultants, in connection with
the administration of the Case and the Loans and effectiveness of the Credit
Documents and consummation of the transactions contemplated hereby and
thereby.  Upon the exercise by either
Agent or any Lender of any power, right, privilege or remedy pursuant to this
Agreement or the other Credit Documents that requires any consent, approval,
recording qualification or authorization of any Governmental Authority, each
Credit Party will execute and deliver, or will cause the execution and delivery
of, all applications, certifications, instruments and other documents and
papers that such Agent or such Lenders may be required to obtain from any
Credit Party or any of its Significant Subsidiaries for such governmental
consent, approval, recording, qualification or authorization.


5.11.        Control Accounts.  No
Credit Party shall establish or maintain a Deposit Account (other than the
Specified Exempt Account) or Securities Account that is not a Control Account; provided,
however, that any Credit Party may maintain payroll, withholding tax and
other fiduciary accounts to the extent required by Requirement of Law; and
provided, further, that the Borrower may maintain certain Deposit
Accounts (other than the Specified Exempt Account) that are not Control
Accounts until, but not after, the sixtieth day after the Funding Date, so long
as (i) all Deposit Accounts maintained with Commerce Bank, N.A., are Control
Accounts, and (ii) the aggregate amount on deposit in all such Deposit Accounts
(other than the Specified Exempt Account) that are not Control Accounts is not
in excess of $1,000,000 at any time.  No
Credit Party shall make any deposit in or to the Specified Exempt Account other
than to the extent required for employers’ liability insurance deposit
purposes.


5.12.        Restriction on Payment of Obligations Other
than in the Ordinary Course of Business.  Except (1) as may be consented
to by the Majority Lenders, or (2) to the extent such prepayment or such
failure to pay could not reasonably be expected to have a Material Adverse
Effect, each Credit Party (a) will, and will (except where the directors
of the relevant Subsidiary determine that such required action would be illegal
or would violate the directors’ fiduciary duties to creditors of the relevant
Subsidiary) cause each of its Significant Subsidiaries to, pay its obligations
in the ordinary course of business consistent with sound business practices and
(b) shall not, and shall not permit any of its Significant Subsidiaries
to, voluntarily prepay expenses.


5.13.        Use of Loan Proceeds.


(a)           The Borrower will use or apply the proceeds
of the Term Loans solely (a) to make the capital contribution to Holdings as
described in Section 2.2(e)(1), and (b) to pay the DIP Transaction
Costs.



 48















(b)           Holdings will use the proceeds of the capital
contribution from the Borrower of proceeds of the Term Loans solely to make the
capital contribution to SPC as described in Section 2.2(e)(2).


(c)           The Borrower will use or apply the proceeds of the
Revolving Loans solely for general corporate purposes of the Borrower and its
Subsidiaries in the ordinary course of business, consistent with the terms of
the Credit Documents and the Bankruptcy Code.


(d)           The Borrower and Holdings will cause SPC to use the
proceeds of the capital contribution from Holdings, together with other moneys
available to SPC therefor, to repay in full the outstanding obligations under
the Existing SPC Facility, including outstanding principal, all accrued unpaid
interest and fees, and all other remaining obligations owing thereunder and
under all documents relating thereto.


5.14.        Federal Regulations.  No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used for “buying” or “carrying”
any “margin stock” within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR
Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.


SECTION 6. 
NEGATIVE COVENANTS


So long as the
Commitments remain in effect or any Loan or other amount is owing to any Lender
or Agent hereunder, the Credit Parties covenant and agree with the Lenders
that:


6.1.          Limitation on Indebtedness.  Except to the
extent that the Majority Lenders otherwise consent, the Borrower will not
create, issue, incur, assume, or become liable in respect of, and will not
permit Holdings or SPC to, and Holdings will not, create, issue, incur, assume,
become liable in respect of or suffer to exist, any Indebtedness, except:


(a)           Indebtedness of any Credit Party pursuant to any
Credit Document;


(b)           Indebtedness incurred for the purpose of, and proceeds
of which are immediately applied toward, repayment in full in cash of all
Obligations;


(c)           Indebtedness incurred prior to, and outstanding on,
the Petition Date;


(d)           unsecured Indebtedness incurred on or after the
Petition Date and listed on Schedule 6.1(d), provided that (i)
after August 31, 2007, there shall be no Indebtedness outstanding owed by the
Credit Parties or SPC to Sea Containers Treasury Ltd., and (ii) all
Indebtedness owing from time to time by SPC to the Borrower shall be evidenced
by the SPC Note;


(e)           unsecured trade payables more than 90 days past due in
an aggregate amount outstanding not to exceed $1,000,000 at any time;


(f)            in addition to the unsecured Indebtedness of SPC
listed on Schedule 3.1(c)(v), unsecured Indebtedness of SPC to Sea
Container British Isles Ltd. and to SC America Inc., in an aggregate amount
outstanding not to exceed $1,000,000 at any time; and



 49
 









(g)           Indebtedness of the Borrower, of the nature described
in clause (b)(ii)(y) of the definition of “Indebtedness”, pursuant to
the Cash Management Order and owing to Subsidiaries of the Borrower other than
Holdings.


6.2.          Liens.  The Borrower will not create, incur, or
assume, and will not permit Holdings or SPC to, and Holdings will not, create,
incur, assume or suffer to exist, any Lien upon any of its property, whether
now owned or hereafter acquired, except for the following (collectively “Permitted
Liens”):


(a)           in the case of the Borrower and SPC, Liens in respect
of existing domestication duties, if any, applicable solely to containers owned
by the Borrower and SPC, that do not exceed $5,800,000 in aggregate amount;


(b)           Liens for other taxes, assessments or other
governmental charges or levies;


(c)           in the case of the Borrower and SPC, carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business;


(d)           pledges or deposits by the Borrower in the ordinary
course of business in connection with workers’ compensation,  employers’ liability, unemployment insurance
and other social security legislation (other than Liens in favor of any Plan or
the PBGC in excess of $4,000,000) (for the avoidance of doubt, issuance of
Financial Support Directions or contribution notices from United Kingdom
regulators establishing an unsecured claim against the Borrower, or
establishing any claim against any Subsidiary of the Borrower other than
Holdings and SPC, shall not be deemed to create, or constitute the incurrence
or assumption of, a Lien);


(e)           in the case of the Borrower and SPC, deposits to
secure the performance of bids, trade contracts, leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature (in each case other than for borrowed money) incurred in the ordinary
course of business;


(f)            in the case of the Borrower, customary escrow
arrangements covering sales proceeds payable by purchasers of assets of the
Borrower, in an aggregate amount outstanding not to exceed $2,000,000 at any
time;


(g)           in the case of the Borrower, easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not substantial in amount and that do not
in any case materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business of the
Borrower or any of its Significant Subsidiaries;


(h)           in the case of the Borrower, Liens on property of the
Borrower that are consented to by the Majority Lenders and approved by order of
the Bankruptcy Court after notice and a hearing, and in the case of Holdings
and SPC, Liens on property of Holdings or SPC that are consented to by the
Majority Lenders;


(i)            Liens created pursuant to the Credit Documents;


(j)            Liens referred to in Section 7.1(o) below to
the extent not resulting in an Event of Default thereunder;



 50
 









(k)           in the case of the Borrower and SPC, any interest or
title of a lessor under any lease entered into by a Credit Party in the
ordinary course of its business and covering only the assets so leased;


(l)            in the case of the Borrower and SPC, Liens arising
from UCC financing statements filed on a precautionary basis in respect of
operating leases intended by the parties to be true leases;


(m)          in the case of SPC, the rights of lessees of
containers in which SPC has an interest, which leases were entered into in the
ordinary course of business; and


(n)           Liens consisting of the withholding or setting off of
funds by GE SeaCo  with respect to any
payments to SPC or the Borrower (i) in respect of domestication duties or (ii)
pursuant to other claims asserted under the Equipment Management Agreement, the
Master Lease Agreement or the Members Agreement;


provided, in the case of each Lien described in clauses (b)
and (c) above, that (A) the claims or amounts secured by such Lien
are either (1) not yet due or are being contested in good faith by appropriate
proceedings diligently pursued, with adequate reserves maintained with respect
thereto on the books of the applicable Credit Party in conformity with GAAP,
and as to which no action has been taken by the relevant obligee to impose, or
foreclose on, any Lien against any property of any Credit Party or (2) not in
excess of $5,000,000 in aggregate amount, and (B) such Liens, to the
extent applicable to Collateral, do not rank pari passu with or prior to the
Liens referred to in clause (i) (to the extent such Liens apply to the
same assets).


6.3.          Fundamental Changes; Collateral Actions.  Except to the
extent that the Majority Lenders otherwise consent, no Credit Party will, and
the Borrower will not permit any of its Significant Subsidiaries to:


(a)           enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution);


(b)           take or allow to be taken any action (other than
Dispositions expressly permitted hereunder) that would impair the validity or
priority of the Liens granted under the Credit Documents; or


(c)           transfer any assets to, or make any Investment in, any
Subsidiary that is not a Significant Subsidiary, except as permitted by Section
6.6(e).


6.4.          Disposition of Property.  No Credit
Party will, or will permit SPC to, Dispose of any property, whether now owned
or hereafter acquired, or, in the case of any Significant Subsidiary of the
Borrower, issue or sell any shares of such Subsidiary’s Equity Interests to any
Person, except:


(a)           the Disposition of property in the ordinary course of
business;


(b)           the Disposition of property upon both (i) receipt of
prior written consent of the Majority Lenders (such consent not to be
unreasonably withheld or, if to be given, delayed) and (ii) where applicable,
entry of an order of the Bankruptcy Court approving such Disposition, after
notice and a hearing; or


(c)           each Disposition described in Schedule 6.4(c);



 51
 









provided that the
foregoing limitations are not intended to prevent the Debtor from rejecting
unexpired leases or executory contracts pursuant to section 365 of the
Bankruptcy Code in connection with the SCL Case.


6.5.          Restricted Payments.  Except to the extent that the Majority
Lenders otherwise consent, the Borrower will not make any Restricted Payments.


6.6.          Investments.  The Borrower will not, and will not permit
Holdings or SPC to, and Holdings will not, directly or indirectly, make any
Investment except:


(a)           Investments consented to in writing in advance by the
Majority Lenders;


(b)           the capital contributions made on the Funding Date and
described in Section 2.2(e);


(c)           Investments made by the Borrower on terms and
conditions approved prior to the date of the Commitment Letter by order of the
Bankruptcy Court;


(d)           the transfer and conversion to contributed surplus of
a portion of the Indebtedness of SPC to the Borrower and of Holdings to the
Borrower, in each case to the extent and in the amount described in Schedule
3.1(c)(iv); and


(e)           Investments made by the Borrower not permitted by clauses
(a), (b) and (c) above, not exceeding $5,000,000 in the
aggregate outstanding at any time and approved by order of the Bankruptcy Court
after notice and a hearing.


6.7.          Modifications of Certain Debt Instruments.  No Credit
Party will, or will permit SPC to, (i) make or offer to make any optional
or voluntary payment, prepayment, repurchase or redemption of, or otherwise
optionally or voluntarily defease or segregate funds with respect to, any
Indebtedness of the Borrower or SPC (other than the Obligations and the
Existing SPC Facility) the outstanding principal amount of which exceeds
$500,000 (or permit any amendment, modification, waiver or other change
with respect to the terms of any such Indebtedness which shall have any of the
foregoing effects), (ii) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any
of the terms of any Contractual Obligation relating to any Indebtedness of the
Borrower or SPC, in each case without the prior written consent of the Majority
Lenders in their full discretion, or (iii) with respect to the Borrower, seek
approval from the Bankruptcy Court of a settlement with respect to prepetition
indebtedness under 9019 of the Bankruptcy Rules; except, in the case of
each of clauses (i) and (ii) above, as may be effected by the
consummation of a plan of reorganization with respect to the Debtor that
provides for the simultaneous payment in full in cash of all then outstanding
Obligations.


6.8.          Transactions with Affiliates.  No Credit
Party will, or will permit any of its Significant Subsidiaries to, enter into
any transaction, including any purchase, sale, lease or exchange of property,
the rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate (other than a Credit Party or SPC) unless such
transaction is either (a) (x) otherwise permitted under this Agreement or the
Commitment Order or the Final DIP Order, (y) in the ordinary course of business
of the relevant Group Member and (z) except as otherwise consented to by the
Majority Lenders, upon fair and reasonable terms no less favorable to the
relevant Group Member than it would obtain in a comparable arm’s length
transaction with a Person that is not an Affiliate, (b) disclosed to the
Lenders in writing at least two Business Days prior to the date of the
execution and delivery of this Agreement by them, (c) the transfer and
conversion to contributed surplus of (i) SPC of a portion (not to exceed
$30,000,000) of the Indebtedness of SPC to the Borrower and (ii) Holdings
of all of the Indebtedness of Holdings to the 



 52
 









Borrower, in each
case to the extent and in the amount described in Schedule 3.1(c)(iv),
or (d) consented to by the Majority Lenders, except that (i) Restricted
Payments to the extent permitted by Section 6.5, (ii) Investments to the
extent permitted by Section 6.6, (iii) the provision of services to
Affiliates not satisfying the requirements of clause (a)(i), (ii) and (iii)
above and not involving the transfer of assets provided that the aggregate
value of such services so provided during the term of this Agreement does not
exceed $25,000,000, and (iv) transactions permitted by the Cash Management
Order shall in each case be permitted; provided, however, that if any
such transaction in clause (d)(iv) requires Bankruptcy Court approval pursuant
to the terms of the Cash Management Order and does not satisfy the requirements
of clause (a)(i), (ii) and (iii) above, then no Credit Party will, or will
permit any of its Significant Subsidiaries to, enter into such transaction
without prior written consent of the Majority Lenders.


6.9.          Sales and Leasebacks.  No Credit Party will, or will permit SPC to,
enter into any arrangement, directly or indirectly, with any Person whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property being sold or transferred


6.10.        Hedge Agreements.  No Credit Party will, or will permit any of
its Subsidiaries to, engage in any speculative transactions or enter into any
Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate
risks to which the Borrower or any of its Subsidiaries has actual exposure
(other than those in respect of Equity Interests) and (b) Hedge Agreements
entered into in order to effectively cap, collar or exchange interest rates (from
fixed to floating rates, from one floating rate to another floating rate or
otherwise) with respect to any interest-bearing liability or investment of the
Borrower or any of its Subsidiaries, in each case in (a) and (b) above, in the
ordinary course of business and consistent with industry practices and not for
speculative purpose.


6.11.        Negative Pledge Clauses; Etc..  Other than
under agreements entered into by the Borrower prior to the commencement of the
SCL Case, enforcement of which is prohibited under United States law (including
applicable bankruptcy law) or that are described in Schedule 6.11, no
Credit Party will, or will permit SPC to, enter into or suffer to exist or
become effective (i) any agreement that prohibits or limits the ability of such
Credit Party or SPC to create, incur, assume or suffer to exist any Lien upon
any of its property or revenues, whether now owned or hereafter acquired, or
(ii) in the case of any Credit Party, any agreement that requires any other
Indebtedness or Contractual Obligation to be equally and ratably secured with
the Obligations, other than in each case (x) this Agreement and the other
Credit Documents, and (y) any agreements governing any purchase money Liens or
Capital Lease Obligations otherwise permitted hereby (in which case any
prohibition, limitation or requirement of ratable security shall only be
effective against the assets financed thereby).


6.12.        Clauses Restricting Subsidiary Distributions.  No Credit
Party will, or will permit SPC to, enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of Holdings
or SPC to (a) make Restricted Payments in respect of any Equity Interest in
Holdings or SPC held by, or pay any Indebtedness owed to, any Group Member, (b)
make loans or advances to, or other Investments in, any Credit Party or (c)
transfer any of its assets to any Credit Party, except for such encumbrances or
restrictions existing under or by reason of any restrictions existing under the
Credit Documents.


6.13.        Lines of Business.  No Credit Party will, or will permit any of
its Significant Subsidiaries to, enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Group Members
are engaged on the date of this Agreement or activities that are reasonably
similar, ancillary, incidental, complementary or related to, or a reasonable
extension, development or expansion of, those businesses in which the Group
Members are engaged on the date of this Agreement.



 53
 









6.14.        Organizational Documents and Material Agreements.  No Credit
Party will, or will permit any of its Significant Subsidiaries to, (a) except
as described in Schedule 6.14, amend, modify or otherwise supplement or
permit the amendment, modification or other supplement of any Group Member’s
organizational documents in a manner that is inconsistent with, or violates the
terms of, or could reasonably be expected to prevent or hinder compliance with,
the terms of any Credit Document or either Order or (b) agree to any amendment,
modification or termination of any material agreement to which any Group Member
is a party, in each case except to the extent such amendment, modification,
supplementation or termination could not reasonably be expected to have a Material
Adverse Effect.


6.15.        SPC and Holdings.  Except to the extent that the Majority
Lenders otherwise consent, the Borrower shall not permit either of Holdings or
SPC to, and Holdings shall not, (i) cease to be organized as a bankruptcy
remote, special purpose subsidiary in accordance with the requirement of the
Existing SPC Facility as in effect on the date of the Commitment Letter (except
for such amendments to Holdings’ and SPC’s organizational documents as are
described in Section 4.1(d)(xii) or as set forth on Schedule
3.1(c)(iv) in respect of certain intercompany obligations), or (ii) act in
a manner inconsistent, or fail to act which failure is inconsistent, with such
organization.


6.16.        Certain Orders and Other Bankruptcy Documents.  No Credit
Party will, or will permit any of its Subsidiaries to, seek or make or permit
to be made any change, amendment or modification, or any application or motion
for any change, amendment or modification, to either Order without the prior
written consent of the Majority Lenders. 
No Credit Party will, or will permit any of its Subsidiaries to, violate
the terms of, or seek any court order to modify the terms of, (i) the
transactions approved in the Final DIP Order, and such Final DIP Order may not
be modified in any filed or confirmed plan of reorganization or (ii) the Cash
Management Order dated January 12, 2007, in any manner that impairs the Lien in
favor of the Lenders in all cash and cash equivalents of the Borrower and all
accounts relating thereto.  No Credit Party
will, or will permit any of its Subsidiaries to, (i) seek any court order that
grants or attempts to grant any party other than a Secured Party a
superpriority claim against the Debtor or its estate, (ii) prime, subordinate,
or seek to prime or subordinate the Secured Obligations or the Secured Parties’
Lien on the Collateral (except for the Carve-Out or as otherwise expressly
permitted by Section 6.2), or (iii) seek any court order that grants or
attempts to grant a security interest in the Borrower’s assets to any other “person”
(as such term is defined in the Bankruptcy Code) (except in connection with the
repayment or refinancing in full in cash of all Obligations or except as
otherwise expressly permitted by Section 6.2).  The Debtor shall not directly or indirectly
file with or submit to, or consent to any other Person filing with or
submitting to, the Bankruptcy Court any motion or other document in connection
with the DIP Facility, the Credit Documents, the transactions contemplated
hereby and thereby, and the approval thereof, unless such motion or document
shall be in form and substance reasonably satisfactory to the Majority Lenders
and all procedures to be followed shall be acceptable to the Majority Lenders.


6.17.        [Reserved]


6.18.        [Reserved]


6.19.        Terrorism Law; Anti-Money Laundering.


(a)           No Credit Party will, or will permit any of its
Subsidiaries to, directly or indirectly (i) knowingly conduct any business
or engage in making or receiving any contribution of funds, goods or services
to or for the benefit of any Person described in Section 3.24,
(ii) knowingly deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive
Order or any other Anti-Terrorism Law in violation of the Executive Order or
Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth 



 54
 









in any Anti-Terrorism
Law (and the Borrower shall deliver to the Lenders any certification or other
evidence reasonably requested from time to time by any Lender in its reasonable
discretion, confirming the Borrower’s and its compliance with this Section
6.19).


(b)           No Credit Party will, or will permit any of its
Subsidiaries to, cause or permit any of the funds of any of them that are used
to repay the Loans to be derived from any unlawful activity with the result
that the making of the Loans would be in violation of law.


6.20.        Certain Ownership and Organizational Requirements.  The Borrower
will not permit either of Holdings or SPC to cease to be a Significant
Subsidiary.  The Borrower will not own
less than 100% of the preference shares of Holdings, and Holdings will not own
less than 100% of the preference shares of SPC; such preference shares will
constitute all Equity Interests in Holdings and SPC respectively, except that
Amacar Investments L.L.C., a Delaware limited liability company, shall be
permitted to continue to own Class A shares representing a minority,
non-economic interest in each of Holdings and SPC consistent with current
arrangements.  The Borrower will not
permit either of Holdings or SPC to cease to be organized as a limited company,
the Equity Interests in which constitute shares in the capital of such company.


6.21.        Pension and Related Plans.  No Credit
Party will, or will permit any Subsidiary controlled by or under common control
with (within the meaning of Section 4001 of ERISA) any Credit Party to, directly
or indirectly, be or become a party to or subject to, or contribute to, any
Multiemployer Plan.  No Credit Party
will, or will permit any of its Subsidiaries to, be or become party to or
subject to, or contribute to, any Foreign Pension Plan (i) that is a defined
benefit or analogous plan or scheme other than (x) those described on Schedule
6.21 and (y) other such plans or schemes not described on Schedule 6.21,
the aggregate liabilities under all of which, for the Borrower and its
Subsidiaries, are not in excess of $1,000,000, or (ii) that is a defined
contribution or analogous plan or scheme other than those in existence as of
the DIP Effective Date.


SECTION
7.  EVENTS OF DEFAULT


7.1.          Events of Default.  If any of the following events (each, an “Event
of Default”) shall occur and be continuing:


(a)           (i) the Borrower shall fail to pay any principal
of any Loan when due and payable in accordance with the terms hereof; or
(ii) the Borrower shall fail to pay, prior to the close of business on the
third Business Day after such amount becomes due and payable in accordance with
the terms hereof, any interest on any Loan or any other amount payable
hereunder or under any other Credit Document; or


(b)           any representation or warranty made or deemed made by
any Credit Party herein or in any other Credit Document or that is contained in
any certificate, instrument, document or financial or other statement furnished
by it at any time under or in connection with this Agreement or any such other
Credit Document shall prove to have been inaccurate in any material respect on
or as of the date made or deemed made; or


(c)           any Credit Party shall default in the observance or
performance of any term, agreement or covenant contained in (i) Section 6
(which default under Section 6, if capable of being cured, remains
uncured for three Business Days) or (ii) Section 5.7; or


(d)           any Credit Party shall default in the observance or
performance of any other term, agreement or covenant contained in this
Agreement or any other Credit Document (other than as provided in clauses
(a) through (c) of this Section), and such default shall
continue unremedied for a 



 55
 









period of 10 days
after the earlier of the date on which (i) a Responsible Officer of any Credit
Party becomes aware of such default or (ii) written notice thereof shall have
been given to the Borrower from the Administrative Agent or any Lender; or


(e)           any Credit Party shall (i) default in making any
payment of any principal of any Indebtedness (excluding the Loans) of such
Credit Party (or any Guarantee Obligation in respect of Indebtedness of any
other Person), when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise); or
(ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in
the observance or performance of any other agreement or condition relating to
any such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or
to permit the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary) to cause, with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity or to
become subject to a mandatory offer to purchase by the obligor thereunder or
(in the case of any such Indebtedness constituting a Guarantee Obligation) to
become payable; provided that a default, event or condition described in
clause (i), (ii) or (iii) of this paragraph (e) shall
not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i),
(ii) and (iii) of this paragraph (e) shall have occurred
and be continuing (A) with respect to Indebtedness the outstanding principal
amount of which exceeds in the aggregate $2,000,000 or (B) in the case of the
Borrower, resulting from the compliance with the Bankruptcy Code or any order
of the Court, and as to which the exercise of remedies against property of the
Borrower, including foreclosure, seizure, blockage, administrative freeze or
otherwise, is stayed, for so long as such stay is in effect; or


(f)            (i) the Guarantor or SPC shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or the Guarantor or SPC shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the
Guarantor or SPC any case, proceeding or other action of a nature referred to
in clause (i) above that (A) results in the entry of an order for relief
or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Guarantor or SPC any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets that results in the
entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) the Guarantor or SPC shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (i), (ii), or (iii) above; or (v) the Guarantor
or SPC shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or


(g)           (i) any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any “accumulated funding deficiency” (as defined
in Section 302 of ERISA), whether or not waived, shall exist with respect to
any Plan or any Lien in favor of the PBGC or a Plan securing an aggregate amount
in excess of $4,000,000 shall arise on the assets of any Credit Party,
Subsidiary or any Commonly Controlled Entity, (iii) other than the
commencement of the Case, a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any 



 56
 









Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Majority Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) any other event or condition shall occur or exist with respect
to a Plan; and in each case in clauses (i) through (v) above,
such event or condition, together with all other such events or conditions, if
any, could reasonably be expected to have a Material Adverse Effect; or


(h)           one or more judgments or decrees or orders for the
payment of money shall be entered against Holdings or SPC (1) in favor of GE
SeaCo, GE Party or an Affiliate thereof, involving in the aggregate a liability
(not paid or fully covered (subject to a customary deductible) by insurance as
to which the relevant insurance company has acknowledged coverage) of
$25,000,000 or more or (2) in favor of any other party or parties, involving in
the aggregate a liability (not paid or fully covered (subject to a customary
deductible) by insurance as to which the relevant insurance company has
acknowledged coverage) of $5,000,000 or more, 
and in the case of each of clauses (1) and (2) above
either (x) enforcement proceedings shall have been commenced by any
creditor or creditors upon such judgments or orders or (y) there shall be
any period of 10 consecutive days during which a stay of enforcement of such
judgments or orders shall not be in effect; or


(i)            any of the Credit Documents or the Commitment Order or
the Final DIP Order or the Cash Management Order shall, for any reason, be
modified without consent of the Majority Lenders or cease to be in full force
and effect or to create a valid Lien on any of the property purported to be
covered thereby or such Lien shall cease to be an enforceable, fully perfected
Lien, or any Credit Party shall so allege in any pleading filed in any court,
or any material provision of any Credit Document shall, for any reason, cease
to be valid and binding on, and enforceable against each Credit Party party
thereto, or any Credit Party or any Affiliate of any Credit Party (other than
GE SeaCo) shall assert any of the foregoing; or


(j)            [Reserved]


(k)           the Case shall be dismissed, suspended or converted to
a case under Chapter 7 of the Bankruptcy Code, or there shall occur any
abstention from the Case (or the Bankruptcy Court shall make a ruling requiring
such dismissal, suspension, conversion or abstention), or any Credit Party
shall file any pleading requesting any such relief; or


(l)            an order shall be entered in the Case appointing a
trustee, a responsible officer or an examiner with powers beyond the duty to
investigate and report, as set forth in sections 1106(a)(3) and (4) of the
Bankruptcy Code, or any Credit Party shall file any pleading requesting such
order; or


(m)          except as permitted in clause (o), there shall
occur or exist any stay, reversal, vacatur, termination, amendment or other
modification of the Commitment Order or Final DIP Order in any respect without
the prior written consent of the Lenders; or


(n)           except as permitted in clause (o), there shall
be entered any order or judgment modifying, limiting, subordinating, or
avoiding the priority of, any Obligation, or the perfection, priority, or
validity of any security interest or other Liens securing the Obligations; or


(o)           there shall arise or exist, or one or more orders or
judgments shall become effective granting, (x) any claim against the
Borrower or any of its assets (other than the Carve-Out) having priority senior
to or pari passu with the claims of the Agents and the Lenders under the Credit
Documents, the Commitment Order or the Final DIP Order, (y) any other claim
against the Borrower or any of its assets having priority of the kind specified
in, or ordered pursuant to, sections 105, 326, 330, 



 57
 









331, 503(b),
507(a), 507(b), 726 or any other provisions of the Bankruptcy Code (other than
the Carve-Out) that is pari passu with or senior to the claims of the Agents
and the Lenders under the Credit Documents, the Commitment Order or the Final
DIP Order (provided that the Agents and the Lenders disclaim any Lien or
priority with respect to proceeds (including recoveries) of Chapter 5 Claims),
or (z) in addition to the Permitted Senior Liens as to which no foreclosure or
other enforcement action or exercise of remedies has been commenced, any Lien on
the Collateral having a priority senior to or pari passu with any of the
security interests and other Liens established or granted herein or in any
other Credit Document, which Claims or Liens in clauses (x), (y)
and (z) above either (I) are for or involve or secure at any time an
aggregate amount in excess of $5,000,000 or (II) are being enforced by any
foreclosure or other enforcement action or exercise of remedies; or


(p)           [Reserved]


(q)           any order or judgment shall be entered imposing,
surcharging, or assessing against the Collateral or the Lenders’ claims as
debtor in possession lenders in the Case or any of the Obligations, any fees,
costs, or expenses, which impositions, surcharges or assessments involve at any
time aggregate amounts in excess of $5,000,000; or


(r)            any Credit Party shall file or commence a motion
seeking, or the Bankruptcy Court shall enter, an order (i) granting relief
from the automatic stay applicable under section 362 of the Bankruptcy Code
(x) that permits any Person to foreclose on any asset or assets of the
Borrower (other than assets (A) identified in writing by the Borrower and
agreed to in writing by the Majority Lenders or (B) deemed immaterial by
the Majority Lenders) or (y) to allow any Person to proceed against any
asset or assets of the Borrower, if so proceeding, in the judgment of the
Majority Lenders, could reasonably be expected to have a Material Adverse
Effect, provided that entry of an order for relief from the automatic
stay based on the exercise by the GE Party or GE SeaCo of a legally exercisable
right, as a result of a “change of control,” to (1) require the valuation
of the Borrower’s interest in GE SeaCo or (2) purchase the Borrower’s
interest in GE SeaCo, shall not constitute an Event of Default, or
(ii) except to the extent the same would not constitute a Default under
any of the previous clauses, approving any settlement or other stipulation with
any creditor of any Credit Party, other than the Agents and the Lenders, or
otherwise providing for payments as adequate protection or otherwise to such
creditor; or


(s)           the filing of a plan for the Debtor under Chapter 11
of the Bankruptcy Code, or the entry of an order confirming a plan of
reorganization in the SCL Case, unless such plan provides for indefeasible payment
in full in cash of all Obligations on or before its effective date or the date
of its substantial consummation; or


(t)            any Credit Party shall commence, or an order shall be
entered in respect of, any motion or adverse proceeding materially adverse to the
Agents’ or the Lenders’ respective rights and remedies under the Credit
Documents, the Commitment Order, the Final DIP Order, or any other Bankruptcy
Court order, including but not limited to (i) the granting of relief from
the automatic stay to permit the enforcement of (as distinguished from the mere
allowance as a claim, or fixing the amount, of) one or more judgments based on
one or more pre-petition unsecured claims against the Borrower, in or in
respect of an aggregate amount in excess of $5,000,000, (ii) challenging
any material provision of the Credit Documents, and (iii) seeking
authority to cancel or forgive claims or Indebtedness owed to the Borrower in
an aggregate amount in excess of $5,000,000, except for reasonably equivalent
consideration and in the ordinary course of business consistent with past
practices; or


(u)           [Reserved]



 58
 









(v)           the occurrence of a Termination Event, other than
pursuant to clause (1) of the definition thereof; or


(w)          the failure by any Credit Party to comply with the
terms of the Commitment Order or the Final DIP Order which failure would not
otherwise constitute a Default or Event of Default under this Agreement;


(x)            except as set forth in Section 7.1(o), any
Obligation shall cease to have superpriority administrative expense status in
respect of the Debtor under 11 U.S.C. § 364(c)(1) with priority over all other
costs and expenses of the Debtor of any kind (other than the Carve-out),
including but not limited to those specified in, or ordered pursuant to,
sections 105, 326, 330, 331, 503(b), 507(a), 507(b), 726 or any other
provisions of the Bankruptcy Code (provided that the Agents and the
Lenders disclaim any Lien or priority with respect to proceeds (including
recoveries) of Chapter 5 Claims);


(y)           the occurrence or continuation of one or more of the
following events or conditions, to the extent that such occurrence or
continuation, in the aggregate, could reasonably be expected to result in a
Material Adverse Effect:


(i)            the Group Properties contain, or have previously contained,
any Materials of Environmental Concern in amounts or concentrations or under
circumstances that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;


(ii)           Materials of Environmental Concern have been
transported by or to or Released from the Group Properties (or from any
facilities or other properties formerly owned, leased or operated by any Group
Member or otherwise in connection with the Group Business) in violation of, or
in a manner or to a location that could give rise to liability under, any
Environmental Law, or any Materials of Environmental Concern have been
generated, treated, stored or Released at, on or under any of the Group
Properties in violation of, or in a manner that could give rise to liability
under, any applicable Environmental Law;


(iii)          there has been any Release or threat of Release of
Materials of Environmental Concern at or from the Group Properties, or arising
from or related to the operations of any Group Member in connection with the
Group Properties, any facilities or other properties formerly owned, leased or
operated by any Group Member or otherwise in connection with the Group
Business, in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws;


(iv)          any of the Group Properties or the operations at the
Group Properties are not in compliance with all applicable Environmental Laws,
including any and all permits, licenses or registrations required under
Environmental Laws, or any Group Member incurs any liability under
Environmental Laws;


(v)           there are any facts, circumstances, conditions or
occurrences in respect of any of the Group Properties that are reasonably
likely to (i) form the basis of any action, suit, claim or other judicial or
administrative proceeding relating to liability under or noncompliance with
Environmental Law on the part of any Group Member, (ii) cause any Group
Properties to become subject to any Lien, restriction on ownership, occupancy,
use or transferability under any Environmental Law or (iii) require any Group
Properties to be upgraded or modified in order to remain in compliance with
Environmental Law; or



 59
 









(vi)          any Group Member has assumed any liability of any
other Person under Environmental Laws;


(z)            the UK Pensions Regulator issues a Contribution Notice
under section 38 of the Pensions Act 2004, a Financial Support Direction under
section 43 of the Pensions Act 2004, or non-compliance Contribution Notice
under section 47 of the Pensions Act 2004, or has an enforceable claim or Lien
under any UK Requirement of Law, in relation to The Sea Containers 1983 Pension
Scheme or The Sea Containers 1990 Pension Scheme, against GE SeaCo, Holdings or
SPC; or


(aa)         any of the following shall have failed to occur within
fifteen (15) Business Days after the Funding Date:


(A)          the execution and delivery by each Credit Party of
charge and pledge agreements effective under Bermuda law and covering all of
such Credit Party’s rights, title and interests in, to and under the Specified
Bermuda Collateral (such agreements, the “Bermuda Charge Documents”),
which Bermuda Charge Documents (1) are reasonably satisfactory in form and
substance to the Lenders and the Lenders’ counsel, and (2) have been approved
by board of director resolutions and all other requisite approvals, which
resolutions and other approvals shall in each case be reasonably satisfactory
in form and substance to the Lenders and the Lenders’ counsel,


(B)           the filing and registration of each Bermuda Charge
Document in all appropriate offices requisite to establishing priority of the
charges and pledges created or evidenced thereby, and


(C)           the delivery of an opinion of Appleby addressed to the
Lenders, substantially in the form of Exhibit M, as to the Bermuda Charge
Documents and the charges and pledges created or evidenced thereby;


then, in any such event, unless such Event of Default
shall be or have been waived by Lenders in accordance with Section 12.1
without further order of, application to, or action by, the Bankruptcy Court,


(i)            in the case of an Event of Default under Section
7.1(v), (A) all of the Commitments, and the obligation of each Lender
to make any Loan thereunder, shall immediately terminate, and (B) the
Loans, all interest thereon and all other Obligations under this Agreement and
the other Credit Documents shall automatically become and be forthwith due and
payable, in each case without notice or other action,


(ii)           in the case of any other Event of Default,
(A) all of the Commitments, and the obligation of each Lender to make any
Loan thereunder, shall terminate, and (B) the Loans, all interest thereon
and all other Obligations under this Agreement and the other Credit Documents
shall become and be forthwith due and payable, in each case upon written notice
to the Administrative Agent from the Majority Lenders,


(iii)          [Reserved]


(iv)          subject, other than with respect to the termination of
the Commitments and the acceleration of the Obligations and all other
obligations in respect of the Credit Documents, to the giving of thirty (30)
calendar days’ prior written notice to the Borrower, the United States Trustee
and any official creditors’ committees appointed in 



 60
 









the Case (during which time the Borrower and the
parties in interest may seek an order from the Bankruptcy Court for cause shown
prohibiting or limiting any exercise of remedies for such time and in such
fashion as the Bankruptcy Court may direct), together with any other notice
required by the terms of the Final DIP Order, (A) the automatic stay provided
in section 362 of the Bankruptcy Code shall be deemed automatically vacated
without further action or order of the Bankruptcy Court and the Agents and the
Lenders shall be entitled to exercise all of their respective rights and
remedies under the Credit Documents and the Commitment Order and Final DIP
Order and applicable law, including all rights and remedies with respect to the
Collateral and the Guarantor; provided
however that there shall be no foreclosure on the A Quotas of GE
SeaCo SRL without further order of the Bankruptcy Court and (B) the Borrower
may use cash collateral solely in the ordinary course of business during such
thirty (30) calendar days’ notice period, and, absent any order of the
Bankruptcy Court to the contrary, after the expiration of such period shall be
prohibited from using any cash collateral.


Except as
expressly provided above in this Section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower
and the Guarantor.


SECTION 8.  THE
AGENTS


8.1.          Appointment.  Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Credit Documents, and each such Lender irrevocably authorizes such Agent,
in such capacity, to take such action on such Lender’s behalf under the
provisions of this Agreement, the other Credit Documents and the Commitment
Order or the Final DIP Order, as applicable, and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of
this Agreement, the other Credit Documents and the Commitment Order or the
Final DIP Order, as applicable, together with such other powers as are
reasonably incidental thereto.  Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Agents shall
have no duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Credit Document or otherwise exist against
either Agent.


8.2.          Delegation of Duties.  Each Agent may execute any of its duties
under this Agreement and the other Credit Documents by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties.  Neither Agent shall be
responsible for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.


8.3.          Exculpatory Provisions.  Neither Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to
be taken by it or such Person under or in connection with this Agreement or any
other Credit Document (except to the extent that any of the damages or losses
resulting from the foregoing are found by a final and nonappealable decision of
a court of competent jurisdiction to have directly and primarily resulted from
its or such Person’s own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Credit Party or any
officer thereof contained in this Agreement or any other Credit Document or the
Commitment Order or the Final DIP Order, as applicable, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Credit
Document or the Commitment Order or the Final DIP Order, as applicable, or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Credit Document or the Commitment Order or the
Final DIP Order, as applicable, or for any failure of any Credit Party a party
thereto to perform its obligations hereunder or thereunder.  The Agents shall not be 



 61
 









under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or the Commitment Order or the Final
DIP Order, or to inspect the properties, books or records of any Credit Party.


8.4.          Reliance by Agents.  Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including
counsel to the Borrower or any of its Affiliates other than GE SeaCo),
independent accountants and other experts selected by such Agent.  The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent.  Each
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Credit Document unless it shall first receive such
advice or concurrence of the Majority Lenders (or, if so specified by this Agreement
or the other Credit Documents, all Lenders or any other instructing group of
Lenders specified by this Agreement or the other Credit Documents) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.  The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Majority Lenders
(or, if so specified by this Agreement or the other Credit Documents, all
Lenders or any other instructing group of Lenders specified by this Agreement
or the other Credit Documents), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.


8.5.          Notice of Default.  Neither Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default.”  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Agents shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders (or, if so specified by this Agreement or the
other Credit Documents, all Lenders or any other instructing group of Lenders
specified by this Agreement or the other Credit Documents); provided
that unless and until either Agent shall have received such directions, such
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders.


8.6.          Non-Reliance on Agents and Other Lenders.  Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates have
made any representations or warranties to it and that no act by either Agent
hereafter taken, including any review of the affairs of a Credit Party or any
Affiliate of a Credit Party, shall be deemed to constitute any representation
or warranty by either Agent to any Lender. 
Each Lender represents to the Agents that it has, independently and
without reliance upon the Agents or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Credit Parties and their Affiliates
and made its own decision to make its Loans hereunder and enter into this
Agreement and the other Credit Documents, if applicable.  Each Lender also represents that it will,
independently and without reliance upon the Agents or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Credit
Documents, and to make such investigation as it deems necessary to inform
itself as to the 



 62
 









business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and their Affiliates. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have, and in no event shall the Collateral Agent
have, any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Credit Party or any
Affiliate of a Credit Party that may come into the possession of either Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.


8.7.          Indemnification.  The Lenders agree to indemnify the
Administrative Agent and the Collateral Agent in their capacities as such (in
each case to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Percentages in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the
other Credit Documents, the Commitment Order or the Final DIP Order or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent’s gross
negligence or willful misconduct.  The
agreements in this Section shall survive the payment of the Loans and
all other amounts payable hereunder.


8.8.          Agent in Its Individual Capacity.  WFBN and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Credit Party as though WFBN were not acting as either
Agent.  With respect to the Loans made by
it, WFBN shall have the same rights and powers under this Agreement and the
other Credit Documents as any other Lender and may exercise the same to the
same extent as any other Lender, and, if WFBN shall make any Loans, the terms “Lender”
and “Lenders” shall include WFBN in its individual capacity.


8.9.          Successor Agent.  The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Credit Documents, then
the Majority Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall (unless an Event of Default shall have
occurred and be continuing) be subject to approval by the Borrower (which
approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.  If no successor
agent has accepted appointment as Administrative Agent by the date that is 30
days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Majority Lenders
appoint a successor agent as provided for above.  After any retiring Administrative Agent’s
resignation as Administrative Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement the other Credit
Documents and the Commitment Order or 



 63
 









the Final DIP
Order.  The Collateral Agent may resign
in the same manner, and with the same consequences, and a successor therefor be
appointed by the Majority Lenders, as provided above with respect to the
Administrative Agent.


8.10.        Agent Generally.  Except as expressly set forth herein, no
Agent shall have any duties or responsibilities hereunder in its capacity as
such.


8.11.        [Reserved]


8.12.        Withholding Taxes.  To the extent required by any applicable law,
the Administrative Agent may withhold from any interest payment to any Lender
an amount equivalent to any applicable withholding tax.  Nothing in this Section 8.12
shall relieve the Borrower of its obligation with respect to Non-Excluded Taxes
and Other Taxes provided in Section 2.15.


SECTION 9. 
GUARANTY


9.1.          The Guaranty.  In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by the Guarantor from the proceeds of the Loans, the
Guarantor hereby agrees with the Administrative Agent and the Lenders that the
Guarantor hereby unconditionally and irrevocably, jointly and severally,
guarantees as primary obligor and not merely as surety the full and prompt
payment and performance by the Borrower when due, whether upon maturity, by
acceleration or otherwise, of any and all of the Obligations of the Borrower to
the Lenders and the Agents, provided, that such guaranty is limited in
amount to the excess of (a) the value of the assets of the Guarantor as of the
Funding Date over (b) $10,000, provided that the amount of such Guaranty shall
not be less than $9,990,000.  If any or
all of the Obligations of the Borrower to the Lenders (or any of them) or the Agents
become due and payable hereunder, the Guarantor unconditionally promises to pay
such Obligations to such Lenders or Agents, or order, on demand, together with
any and all reasonable expenses which may be incurred by the Agents or the
Lenders in collecting any of the Obligations.


9.2.          Nature of Liability.  The liability of the Guarantor hereunder is
exclusive and independent of any security for or other guaranty of the
Obligations of the Borrower whether executed by the Guarantor, any other
guarantor or by any other party, and the liability of the Guarantor hereunder
shall not be affected or impaired by (a) any direction as to application
of payment by the Borrower or by any other party, or (b) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor
or of any other party as to the Obligations of the Borrower, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or
(d) any dissolution, termination or increase, decrease or change in personnel
by the Borrower, or (e) any payment made to the Agents or the Lenders on
the Obligations that such Agents or such Lenders repay to the Borrower pursuant
to court order in any bankruptcy, reorganization, arrangement, moratorium or
other debtor relief proceeding, and the Guarantor waives any right to the
deferral or modification of its obligations hereunder by reason of any such
proceeding.


9.3.          Independent Obligation.  The
obligations of the Guarantor hereunder are independent of the obligations of
any other guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against the Guarantor whether or not action is brought
against any other guarantor or the Borrower and whether or not any other
guarantor or the Borrower be joined in any such action or actions.  The Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. 
Any payment by the Borrower or other circumstance which operates to toll
any statute of limitations as to the Borrower shall operate to toll the statute
of limitations as to the Guarantor.



 64















9.4.          Authorization.  The Guarantor authorizes the Agents and the
Lenders without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:


(a)           change the manner, place or terms of
payment of, and/or change or extend the time of payment of, renew, increase,
accelerate or alter, any of the Obligations (including any increase or decrease
in the rate of interest thereon), any security therefor, or any liability
incurred directly or indirectly in respect thereof, and the Guaranty herein
made shall apply to the Obligations as so changed, extended, renewed or
altered;


(b)           take and hold security for the
payment of the Obligations and sell, exchange, release, surrender, realize upon
or otherwise deal with in any manner and in any order any property by
whomsoever at any time pledged or mortgaged to secure, or howsoever securing,
the Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there
against;


(c)           exercise or refrain from exercising
any rights against the Borrower or others or otherwise act or refrain from
acting;


(d)           release or substitute any one or more
endorsers, guarantors, the Borrower or other obligors;


(e)           settle or compromise any of the
Obligations, any security therefor or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, or
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to its creditors;


(f)            apply any sums by whomsoever paid or
howsoever realized to any liability or liabilities constituting Obligations of
the Borrower to the Lenders (and expressly excluding any pre-petition claims)
regardless of what liability or liabilities of the Guarantor or the Borrower
remain unpaid; and/or


(g)           consent to or waive any breach of, or
any act, omission or default under, this Agreement or any other Credit Document
or any of the instruments or agreements referred to herein, or otherwise amend,
modify or supplement this Agreement or any other Credit Document or any of such
other instruments or agreements.


9.5.          Reliance.  It is not necessary for the Agents or the
Lenders to inquire into the capacity or powers of the Borrower or its
Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on its behalf, and any Obligations made or created in
reliance upon the professed exercise of such powers shall be guaranteed
hereunder.


9.6.          Subordination.  Any of the Indebtedness of the Borrower now
or hereafter owing to the Guarantor is hereby subordinated to the Obligations
of the Borrower; provided, however, that payment may be made by
the Borrower on any such Indebtedness owing to the Guarantor so long as no
Default or Event of Default has occurred and is continuing and the same is not
otherwise prohibited by this Agreement; and provided  further,
that if the Majority Lenders so request at a time when an Event of Default
exists, all such Indebtedness of the Borrower to the Guarantor shall be
collected, enforced and received by the Guarantor as trustee for the Lenders
and the Agents and be paid over to the Administrative Agent on behalf of the
Lenders and the Agents on account of the Obligations of the Borrower to the
Lenders and the Agents, but without affecting or impairing in any manner the
liability of 



 65
 









the Guarantor
under the other provisions of this Guaranty. 
Prior to the transfer by the Guarantor of any note or negotiable
instrument evidencing any of the Indebtedness of the Borrower to the Guarantor,
the Guarantor shall mark such note or negotiable instrument with a legend that
the same is subject to this subordination and all such notes or negotiable
instruments shall constitute Collateral and be delivered to the Collateral
Agent in accordance with Section 10.4.


9.7.          Waiver.


(a)           The Guarantor waives any right
(except as shall be required by applicable statute and cannot be waived) to
require the Agents or the Lenders to (i) proceed against the Borrower, any
other guarantor or any other Person, (ii) proceed against or exhaust any
security held from the Borrower, any other guarantor or any other party or
(iii) pursue any other remedy in the Agents’ or the Lenders’ power
whatsoever.  The Guarantor waives (except
as shall be required by applicable statute and cannot be waived) any defense
based on or arising out of any defense of the Borrower, any other guarantor or
any other Person other than payment in full of the Obligations, including any
defense based on or arising out of the disability of the Borrower, any other
guarantor or any other Person, or the unenforceability of the Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower other than payment in full of the Obligations.  Subject to the giving of thirty (30) calendar
days’ prior written notice in accordance with the Commitment Order or the Final
DIP Order, the Agents and the Lenders may, at their election, but subject to
the provisions hereof, foreclose on any security held by the Agents or the
Lenders by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the Agents
and the Lenders may have against the Borrower or any other Person, or any
security, without affecting or impairing in any way the liability of the
Guarantor hereunder except to the extent the Obligations have been paid.  The Guarantor waives any defense arising out
of any such election by the Agents or the Lenders, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Guarantor against the Borrower or any other Person
or any security.


(b)           The Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Obligations and the nature, scope and extent of the
risks that the Guarantor assumes and incurs hereunder, and agrees that the
Agents and the Lenders shall have no duty to advise the Guarantor of
information known to them regarding such circumstances or risks.


9.8.          Limitation on Enforcement.  The Lenders agree that this Guaranty may be
enforced only by the action of the Administrative Agent or the Collateral
Agent, but subject to the provisions hereof, in each case acting in accordance
with discretion given them under the Credit Documents, or upon instructions
received as contemplated by Section 8.4, and that no Lender shall
have any right individually to seek to enforce or to enforce this Guaranty, it
being understood and agreed that such rights and remedies may be exercised by
the Agents for the benefit of the Lenders, upon the terms of this Agreement and
the other Credit Documents.


9.9.          [Reserved]


SECTION 10.  SECURITY


10.1.        Security.  To induce the Lenders to make the Loans,
(i) the Borrower hereby grants to the Collateral Agent (as agent for the
Secured Parties), as security for the full and prompt payment when due (whether
at stated maturity, by acceleration or otherwise) of the Secured Obligations
owing to each Agent, in its capacity as such, and the Lenders, a continuing
priming Lien on and security interest in all of 



 66
 









the right, title
and interest of the Borrower in, to and under the Borrower Collateral (subject
to the Carve-Out and Permitted Senior Liens) in accordance with and pursuant to
the UCC and sections 364(c)(2) and (3) of the Bankruptcy Code, and
(ii) the Guarantor hereby grants to the Collateral Agent, as security for
the full and prompt payment when due (whether at stated maturity, by
acceleration or otherwise) of the Guaranty, a continuing Lien on and security
interest in all of the right, title and interest of the Guarantor in, to and
under the Guarantor’s Collateral in accordance with and pursuant to the UCC and
all other applicable law, which Liens and security interests in each case in
clause (i) and (ii) above shall be for the ratable benefit of the Secured
Parties, as their interests may appear, and shall be first priority subject and
junior only, where applicable, to the Carve-Out (in the case of the Borrower’s
Collateral) and Permitted Senior Liens thereon. 
For purposes of this Agreement, all of the following property wherever
located and whether now owned or at any time hereafter acquired by a Credit
Party or in which a Credit Party now has or at any time in the future may
acquire any right, title or interest, is collectively referred to as the “Collateral”:


(a)           In the case of the Borrower (such
Collateral, the “Borrower Collateral”):


(i)            all
Cash Equivalents;


(ii)           all
Deposit Accounts;


(iii)          all
Equity Interests that the Borrower owns in Holdings; and


(iv)         
all amounts received or receivable by the Borrower from Holdings or SPC,
whether as dividends or other distributions on account of Equity Interests,
payments in respect of Indebtedness, or other payments on account of
Contractual Obligations or otherwise (but not including proceeds (including
recoveries) of Chapter 5 Claims); and


(b)           In the case of the Guarantor (such
Collateral, the “Guarantor Collateral”):


(i)            all Accounts;


(ii)           all Accounts Receivable and Accounts
Receivable Records;


(iii)          all amounts received or receivable by
the Guarantor from SPC, whether as dividends or other distributions on account
of Equity Interests, payments in respect of Indebtedness, or other payments on
account of Contractual Obligations or otherwise;


(iv)          all books and Records pertaining to
the property described in this Section 10.1;


(v)           all Deposit Accounts;


(vi)          all Chattel Paper;


(vii)         all Commercial Tort Claims;


(viii)        all Documents;


(ix)           all Equipment;


(x)            all General Intangibles, including
all Intellectual Property and that portion of the Pledged Collateral
constituting General Intangibles;



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(xi)           all Instruments;


(xii)          all Insurance;


(xiii)         all Inventory;


(xiv)        all Investment Property, including all
Investment Property held in Securities Accounts and that portion of the Pledged
Collateral constituting Investment Property;


(xv)         all
other Goods and personal property of the Guarantor, whether tangible or
intangible, wherever located, including Money, Letter of Credit Rights,
including all rights of payment or performance under letters of credit, and any
secondary obligation that supports the payment or performance or an Account,
Chattel Paper, a Document, a General Intangible, a Payment Intangible, an
Instrument, Investment Property, or any other Collateral;


(xvi)        all Payment Intangibles;


(xvii)       all property of the Guarantor held by
either Agent or any other Secured Party, including all property of every
description, in the possession or custody of or in transit to such Agent or
such other Secured Party for any purpose, including safekeeping, collection or
pledge, for the account of the Guarantor, or as to which the Guarantor may have
any right or power;


(xviii)      all Real Property;


(xix)         all Vehicles;


(xx)          to the extent not otherwise included,
all Pledged Collateral;


(xxi)         to the extent not otherwise included,
all monies and other property of any kind which is received by the Guarantor in
connection with refunds with respect to taxes, assessments and governmental
charges imposed on the Guarantor or any of its property or income;


(xxii)        to the extent not otherwise included,
all causes of action and all monies and other property of any kind received
therefrom, and all monies and other property of any kind recovered by the
Guarantor;


(xxiii)       to the extent not otherwise included
above, all Collateral Support and Supporting Obligations relating to any of the
foregoing; and


(xxiv)       to the extent not otherwise included, all
Proceeds of each of the foregoing and all accessions to, substitutions and
replacements for, and rents, profits and products of, each of the foregoing,
any and all proceeds of insurance, indemnity, warranty or guaranty payable to
the Guarantor from time to time with respect to any of the foregoing;


provided, however,
that the Collateral shall not include such property of a Credit Party, the
grant of a Lien on which, or security interest in which, would violate a
legally enforceable provision of any agreement in 



 68
 









existence on the effective date of the Commitment
Letter and binding on such Credit Party on the Funding Date after giving effect
to repayment of the Existing SPC Facility, for so long as such provision is
enforceable and binding and such grant would violate it.


10.2.        Perfection
of Security Interests.


(a)           Each Credit Party shall, at its
expense, promptly and duly execute and deliver, and have recorded, such
agreements, instruments and documents and perform any and all actions
reasonably requested by the Administrative Agent, the Collateral Agent or the
Majority Lenders at any time and from time to time to perfect, maintain,
protect, and enforce the Secured Parties’ rights and Liens on the Collateral of
such Credit Party, and establish and maintain the priority of such Liens as
contemplated by Sections 3.20 and 10.1, including
(i) executing and filing financing or continuation statements, and
amendments thereof, in form and substance reasonably satisfactory to the
Majority Lenders, (ii) in the case of any Investment Property, Securities
Accounts and Deposit Accounts, taking any actions required by the Majority
Lenders to enable the Collateral Agent to obtain “control” within the meaning
of the UCC with respect thereto, including executing and delivering Account
Control Agreements, (iii) executing and delivering such documents,
agreements and instruments as may be required by the Majority Lenders to
further evidence and perfect the security interests in favor of the Lenders in
all Intellectual Property, (iv) maintaining complete and accurate share
registers, (v) using its best efforts in delivering to the Collateral
Agent negotiable warehouse receipts, if any, and, upon the Majority Lenders’
request therefor, non-negotiable warehouse receipts covering any portion
of the Collateral located in warehouses and for which warehouse receipts are
issued, (vi) placing notations on such Credit Party’s certificates of
title or books of account to disclose the Collateral Agent’s security interest
therein in favor of the Lenders, (vii) delivering to the Collateral Agent
all documents, certificates and Instruments necessary or desirable to perfect
the Collateral Agent’s Lien in favor of the Lenders in letters of credit on
which such Credit Party is named as beneficiary and all acceptances issued in
connection therewith, (viii) after the occurrence and during the
continuation of an Event of Default, transferring Inventory constituting
Collateral maintained in warehouses to other warehouses designated by the
Majority Lenders and (ix) taking such other steps as the Majority Lenders
may deem necessary or desirable to maintain the Collateral Agent’s security
interests in favor of the Lenders in the Collateral.


(b)           Each Credit Party hereby authorizes
the Administrative Agent and the Collateral Agent at any time and from time to
time to execute and file financing statements or continuation statements and
amendments thereto and other filing or recording documents or instruments with
respect to the Collateral without the signature of such Credit Party in such
form and in such offices as the Majority Lenders determine appropriate to
perfect the security interests of the Collateral Agent in favor of the Lenders
under this Agreement.  Each Credit Party
shall pay the costs of, or incidental to, any recording or filing of any
financing statements concerning the Collateral. 
Each Credit Party agrees that a carbon, photographic, photostatic, or
other reproduction of this Agreement or of a financing statement is sufficient
as a financing statement.  If any
Collateral is at any time in the possession or control of any warehouseman,
bailee or such Credit Party’s agents or processors, such Credit Party shall
notify such warehouseman, bailee, agents or processors of the Collateral Agent’s
security interests in favor of the Lenders, which notification shall specify
that such Person shall hold all such Collateral for the benefit of the
Collateral Agent and, upon the occurrence and during the continuance of an
Event of Default, hold all such Collateral for the Collateral Agent’s account
subject to the Collateral Agent’s instructions. 
From time to time, each Credit Party shall, upon the Majority Lenders’,
the Administrative Agent’s or the Collateral Agent’s request, execute and
deliver written instruments pledging to the Collateral Agent the Collateral
described in any such instruments or otherwise, but the failure of such Credit
Party to execute and deliver such confirmatory instruments shall not affect or
limit the Collateral Agent’s security interests in favor of the Lenders or
other rights in and to the Collateral. 
Until all Obligations have been fully satisfied and all the Commitments
shall have been terminated, the Collateral Agent’s security interests in 



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the Collateral,
and all Proceeds and products thereof, shall continue in full force and
effect.  Notwithstanding anything in any
Credit Document to the contrary, only the Collateral Agent shall be entitled to
give instructions concerning the possession of, and to exercise remedies
against, the Collateral.


(c)           Notwithstanding clauses (a) and (b)
of this Section 10.2, or any failure on the part of any Credit Party or
the Agents to take any of the actions set forth in such clauses, the Liens and
security interests granted herein by the Debtor in respect of the Obligations shall
be deemed valid, enforceable and perfected by entry of the Commitment Order and
the Final DIP Order.  No financing
statement, notice of lien, mortgage, deed of trust or similar instrument in any
jurisdiction or filing office need be filed or any other action taken in order
to validate and perfect the Liens and security interests in respect of the
Obligations granted by or pursuant to this Agreement or the other Credit
Documents or the Commitment Order or the Final DIP Order, as applicable, by the
Debtor.


10.3.        Rights
of Lender; Limitations on Lenders’ Obligations.


(a)           Neither the Agents nor any Secured
Party shall have any obligation or liability under any Contract by reason of or
arising out of this Agreement, the Credit Documents, or the granting to the
Collateral Agent of a security interest therein or the receipt by either Agent
or any Lender of any payment relating to any Contract pursuant hereto, nor
shall either Agent be required or obligated in any manner to perform or fulfill
any of the obligations of any Credit Party under or pursuant to any Contract,
or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance
by any party under any Contract, or to present or file any claim, or to take
any action to collect or enforce any performance or the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time
or times.


(b)           Subject to Section 10.5, each
Agent authorizes each Credit Party to collect its Accounts, provided that such
collection is performed in accordance with such Credit Party’s customary
procedures, and any Agent may, upon the occurrence and during the continuation
of any Event of Default and without notice, other than any requirement of
notice provided in the Commitment Order or the Final DIP Order, as applicable,
limit or terminate said authority at any time with respect to Accounts
constituting Collateral.


(c)           Subject to any requirement of notice
provided in the Commitment Order or the Final DIP Order, the Administrative
Agent and the Collateral Agent may at any time, upon the occurrence and during
the continuation of any Event of Default, after first notifying the Borrower of
its intention to do so, notify Account Debtors, notify the other parties to the
Contracts of the Borrower or any other Credit Party, notify obligors of
Instruments and Investment Property of the Borrower or any other Credit Party
and notify obligors in respect of Chattel Paper of the Borrower or any other
Credit Party, to the extent such Accounts, Contracts, Instruments, Investment
Property and Chattel Paper constitute Collateral, that the right, title and
interest of the Borrower or such Credit Party in, to and under such Accounts,
such Contracts, such Instruments, such Investment Property and such Chattel
Paper have been assigned to the Collateral Agent for the benefit of the Lenders
and that payments in respect thereof shall be made directly to the Collateral
Agent.  Subject to any requirement of
notice provided in the Commitment Order or the Final DIP Order, upon the
request of either Agent or the Majority Lenders, the Borrower or such other
Credit Party will so notify such Account Debtors, such parties to Contracts,
obligors of such Instruments and Investment Property and obligors in respect of
such Chattel Paper.  Subject to any
requirement of notice provided in the Commitment Order or the Final DIP Order,
upon the occurrence and during the continuation of an Event of Default, any
Agent may in its own name, or in the name of others, communicate with such
parties to such Accounts, Contracts, Instruments, Investment Property and
Chattel Paper to verify with such Persons to the Majority Lenders’ reasonable
satisfaction



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the existence,
amount and terms of any such Accounts, Contracts, Instruments, Investment
Property or Chattel Paper.


(d)           Either Agent shall have the right to
make test verification of the Accounts constituting Collateral in any manner
and through any medium that the Majority Lenders consider advisable, and each
Credit Party agrees to furnish all such assistance and information as such
Agent may require in connection therewith.


10.4.        Covenants of the Credit Parties with
Respect to Collateral.  Each Credit
Party hereby covenants and agrees with each Agent that from and after the date
of this Agreement and until the Obligations are fully satisfied:


(a)           Changes in Locations, Name, Etc.  Such Credit Party will not, except upon
thirty (30) day’s prior written notice to the Administrative Agent and delivery
to the Administrative Agent of all additional executed financing statements and
other documents reasonably requested by either Agent or the Majority Lenders to
maintain the validity, perfection and priority of the security interests provided
for herein (i) change its jurisdiction of organization or the location of its
registered office or sole place of business, or (ii) change its name, identity,
taxpayer identification number, organizational identification number, or
organizational structure or form to such an extent that any financing statement
filed by the Administrative Agent or the Collateral Agent in connection with
this Agreement would become incorrect or misleading.


(b)           Maintenance of Records.  Such Credit Party will keep and maintain, at
its own cost and expense, satisfactory and complete records of the Collateral,
in all material respects, including, a record of all payments received and all
credits granted with respect to the Collateral and all other dealings
concerning the Collateral.  For the
Collateral Agent’s further security, each Credit Party agrees that the
Collateral Agent shall have a property interest in all of such Credit Party’s
books and Records pertaining to the Collateral and, upon the occurrence and
during the continuation of an Event of Default, such Credit Party shall deliver
and turn over any such books and Records to the Collateral Agent or to its
representatives at any time on demand of either Agent or the Majority Lenders.


(c)           Indemnification With Respect to
Collateral.  In any suit, proceeding
or action brought by either Agent relating to any Account, Chattel Paper,
Contract, General Intangible, Investment Property, Instrument, or Intellectual
Property constituting Collateral, or any other Collateral, for any sum owing
thereunder or to enforce any provision of any such Account, Chattel Paper,
Contract, General Intangible, Investment Property, Instrument, Intellectual
Property or other Collateral, such Credit Party will save, indemnify and keep
the Secured Parties harmless from and against all expense, loss or damage
suffered by the Secured Parties by reason of any defense, setoff, counterclaim,
recoupment or reduction of liability whatsoever of the obligor thereunder,
arising out of a breach by such Credit Party of any obligation thereunder or
arising out of any other agreement, indebtedness or liability at any time owing
to, or in favor of, such obligor or its successors from such Credit Party, and
all such obligations of such Credit Party shall be and remain enforceable
against and only against such Credit Party and shall not be enforceable against
either Agent.


(d)           Limitation on Liens on Collateral.  Such Credit Party will not create, permit or
suffer to exist, and will defend the Collateral against and take such other
action as is necessary to remove, any Lien on the Collateral except Permitted
Liens and will defend the right, title and interest of the Collateral Agent,
for the benefit of the Lenders, in and to all of such Credit Party’s rights
under the Collateral and in and to the Proceeds thereof against the claims and
demands of all Persons whomsoever other than claims or demands arising out of
Permitted Liens.



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(e)           Limitations on Modifications of
Accounts.  Such Credit Party will
not, without the Majority Lenders’ prior written consent, grant any extension
of the time of payment of any of the Accounts, Accounts Receivable, Chattel
Paper, Instruments, Payment Intangibles or Supporting Obligations constituting
Collateral, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any Person liable for the payment
thereof, or allow any credit or discount whatsoever thereon other than any of
the foregoing which are done in the ordinary course of business, consistent
with past practices and trade discounts granted in the ordinary course of
business of such Credit Party.


(f)            [Reserved]


(g)           Pledged
Collateral.


(i)            Upon
request of the Majority Lenders, such Credit Party will (x) deliver to the
Collateral Agent all certificates or Instruments representing or evidencing any
Pledged Collateral, whether now arising or hereafter acquired, in suitable form
for transfer by delivery or, as applicable, accompanied by such Credit Party’s
endorsement, where necessary, or duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the
Majority Lenders, together with such other agreements, instruments,
certificates and other documents as the Majority Lenders shall deem necessary or
desirable to create and/or maintain the Collateral Agent’s security interests
in such Pledged Collateral in favor of the Lenders, and (y) maintain all
other Pledged Collateral constituting Investment Property in a Control
Account.  The Collateral Agent shall have
the right, at any time in its discretion but subject to the giving of thirty
(30) calendar days’ prior notice to the applicable Credit Party, to transfer to
or to register in its name or in the name of its nominees any or all of the
Pledged Collateral.  The Collateral Agent
shall have the right at any time to exchange certificates or instruments
representing or evidencing any of the Pledged Collateral for certificates or
instruments of smaller or larger denominations.


(ii)           Except
as provided in Section 10.7, such Credit Party shall be entitled to
receive all cash dividends paid in respect of the Pledged Collateral (other
than liquidating or distributing dividends) with respect to the Pledged
Collateral.  Any sums paid upon or in
respect of any of the Pledged Collateral upon the liquidation or dissolution of
any issuer of any of the Pledged Collateral, any distribution of capital made
on or in respect of any of the Pledged Collateral or any property distributed
upon or with respect to any of the Pledged Collateral pursuant to the
recapitalization or reclassification of the capital of any issuer of Pledged
Collateral or pursuant to the reorganization thereof shall, unless otherwise
subject to a perfected security interest in favor of the Collateral Agent, be
delivered to the Collateral Agent to be held by it hereunder as additional
collateral security for the Secured Obligations.  If any sums of money or property so paid or
distributed in respect of any of the Pledged Collateral shall be received by
such Credit Party, such Credit Party shall, until such money or property is
paid or delivered to the Collateral Agent, hold such money or property in trust
for the Collateral Agent, segregated from other funds of such Credit Party, as
additional security for the Secured Obligations.


(iii)          Except
as provided in Section 10.7, such Credit Party will be entitled to
exercise all voting, consent and corporate rights with respect to the Pledged
Collateral; provided, however, that no vote shall be cast,
consent given or right exercised or other action taken by such Credit Party
which would impair the Collateral or which would be 



 72
 









inconsistent with or result in any violation of any
provision of this Agreement, the Commitment Order or the Final DIP Order, or
any other Credit Document or, without prior notice to each Agent, to enable or
take any other action to permit any issuer of Pledged Collateral to issue any
Equity Interests of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any shares or other
equity securities of any nature of any issuer of Pledged Collateral.


(iv)          Such
Credit Party shall not grant Control over any Investment Property or Deposit
Account to any Person other than the Collateral Agent.


(v)           In
the case of each Credit Party that is an issuer of Pledged Collateral, such
Credit Party agrees to be bound by the terms of this Agreement relating to the
Pledged Collateral issued by it and will comply with such terms insofar as such
terms are applicable to it.  In the case
of each Credit Party that is a partner in a partnership or a member in a
limited liability company, such Credit Party hereby consents to the extent
required by the applicable organizational documents to the pledge by each other
Credit Party, pursuant to the terms hereof, of the Equity Interests in such
partnership or limited liability company to the extent constituting Pledged
Collateral and to the transfer of such Equity Interests to the Collateral Agent
or its nominee and to the substitution of the Collateral Agent or its nominee
as a substituted partner or member in such partnership or limited liability
company with all the rights, powers and duties of a general partner, a limited
partner, or a member, as the case may be.


(vi)          Such
Credit Party will not agree to any amendment of an organizational document of
the issuer of any Pledged Collateral that in any way adversely affects the
perfection of the security interests of the Collateral Agent in favor of the
Lenders in any Pledged Collateral pledged by such Credit Party hereunder,
including electing to treat the membership interest or partnership interest
owned by such Credit Party as a security under Section 8-103 of the UCC.


(h)           Intellectual
Property.


(i)            Such
Credit Party (either itself or through licensees) will (i) continue to use each
Trademark that is Material Intellectual Property in order to maintain such
Trademark in full force and effect with respect to each class of goods for
which such Trademark is currently used, free from any claim of abandonment for
non-use, (ii) maintain as in the past the quality of products and
services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required
by applicable Requirements of Law, (iv) not adopt or use any mark which is
confusingly similar or a colorable imitation of such Trademark unless the
Collateral Agent shall obtain a perfected security interest in favor of the
Lenders in such mark pursuant to this Agreement and (v) not (and not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby such Trademark may become invalidated or impaired in any way.


(ii)           Such
Credit Party (either itself or through licensees) will not do any act, or omit
to do any act, whereby any Patent which is Material Intellectual Property may
become forfeited, abandoned or dedicated to the public.


(iii)          Such
Credit Party (either itself or through licensees) (i) will not (and will not
permit any licensee or sublicensee thereof to) do any act or omit to do any act




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whereby any portion of the Copyrights which is
Material Intellectual Property may become invalidated or otherwise impaired and
(ii) will not (either itself or through licensees) do any act whereby any
portion of the Copyrights which is Material Intellectual Property may fall into
the public domain.


(iv)          Such
Credit Party (either itself or through licensees) will not do any act, or omit
to do any act, whereby any trade secret which is Material Intellectual Property
may become publicly available or otherwise unprotectable.


(v)           Such
Credit Party (either itself or through licensees) will not do any act that
knowingly uses any Material Intellectual Property to infringe the intellectual
property rights of any other Person.


(vi)          Such
Credit Party will notify each Agent immediately if it knows, or has reason to
know, that any application or registration relating to any Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court or tribunal in any country) regarding such Credit Party’s
ownership of, right to use, interest in, or the validity of, any Material
Intellectual Property or such Credit Party’s right to register the same or to
own and maintain the same.


(vii)         Whenever
such Credit Party, either by itself or through any agent, licensee or designee,
shall file an application for the registration of any Material Intellectual
Property with the United States Patent and Trademark Office, the United States
Copyright Office or any similar office or agency within or outside the United
States, such Credit Party shall report such filing to each Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs.  Upon request of the Majority
Lenders, such Credit Party shall execute and deliver, and have recorded, any
and all agreements, instruments, documents, and papers as the Majority Lenders
may request to evidence the Collateral Agent’s security interest for the
benefit of the Lenders in any Copyright, Patent or Trademark and the goodwill
and general intangibles of such Credit Party relating thereto or represented
thereby.


(viii)        Such
Credit Party will take all reasonable actions necessary or requested by the
Majority Lenders or either Agent, including in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency, to maintain and pursue each application (and to
obtain the relevant registration) and to maintain each registration of any Copyright,
Trademark or Patent that is Material Intellectual Property, including filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.


(ix)           In
the event that any Material Intellectual Property is infringed upon or
misappropriated or diluted by a third party, such Credit Party shall notify
each Agent promptly after such Credit Party has knowledge thereof.  Such Credit Party shall take appropriate
action in response to such infringement, misappropriation or dilution,
including promptly bringing suit for infringement, misappropriation or dilution
and to recover any and all damages for such infringement, misappropriation or
dilution, and 



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shall take such other actions may be appropriate in
its reasonable judgment under the circumstances to protect such Material
Intellectual Property.


10.5.        Performance by Agents of the Credit
Parties’ Obligations.  If any Credit
Party fails to perform or comply with any of its agreements contained herein
and either Agent, as provided for by the terms of this Agreement or any other
Credit Document, shall itself perform or comply, or otherwise cause performance
or compliance, with such agreement, the reasonable expenses of such Agent incurred
in connection with such performance or compliance, together with interest
thereon at the rate then in effect in respect of Eurodollar Daily Rate Loans
constituting Revolving Loans (irrespective of whether any Revolving Loans are
then outstanding), shall be payable by such Credit Party to such Agent on
demand and shall constitute Obligations secured by the Collateral.  Performance of such Credit Party’s
obligations as permitted under this Section 10.5 shall in no way
constitute a violation of the automatic stay provided by section 362 of the
Bankruptcy Code and each Credit Party hereby waives applicability thereof.


10.6.        Limitation on Duty in Respect of
Collateral.  Neither the Agents nor
any Lender shall have any duty as to any Collateral in its possession or
control or in the possession or control of any agent or nominee of it or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto, except that each Agent shall, with respect to
the Collateral in its possession or under its control, deal with such
Collateral in the same manner as such Agent deals with similar property for its
own account.  Upon request of the
Borrower, each Agent shall account for any moneys received by it in respect of
any foreclosure on or disposition of the Collateral of any Credit Party.


10.7.        Remedies,
Rights Upon Default.


(a)           If any Event of Default shall occur
and be continuing, each Agent may exercise in addition to all other rights and
remedies granted to it in this Agreement, the Commitment Order, the Final DIP
Order, and in any other Credit Document, all rights and remedies of a secured
party under the UCC.  Without limiting
the generality of the foregoing, each Credit Party expressly agrees that in any
such event, the Collateral Agent, without demand of performance or other
demand, advertisement or notice of any kind (other than the notices specified
in Section 7.1, and except the notice required by the Commitment Order
or the Final DIP Order, or the notice specified below of time and place of
public or private sale) to or upon such Credit Party or any other Person (all
and each of which demands, advertisements and/or notices are hereby expressly
waived to the maximum extent permitted by the UCC and other applicable law),
may forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and/or may forthwith sell, lease, assign, give an option or
options to purchase, or sell or otherwise dispose of and deliver said
Collateral (or contract to do so), or any part thereof, in one or more parcels
at public or private sale or sales, at any exchange or broker’s board or at any
of the Collateral Agent’s offices or elsewhere at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk.  The Collateral Agent shall
have the right upon any such public sale or sales to purchase the whole or any
part of said Collateral so sold, free of any right or equity of redemption,
which equity of redemption each Credit Party hereby releases.  Each Credit Party further agrees, at the
Majority Lenders’ or the Collateral Agent’s request, to assemble the Collateral
and make it available to the Collateral Agent at places that the Majority
Lenders or the Collateral Agent shall reasonably select, whether at such Credit
Party’s premises or elsewhere.  The
Collateral Agent shall, through the Administrative Agent, apply the proceeds of
any such collection, recovery, receipt, appropriation, realization or sale (net
of all expenses incurred by the Administrative Agent in connection therewith,
including reasonable attorney’s fees and expenses), to the Secured Obligations,
if then outstanding, in the order provided for in Section 2.13,
such Credit Party remaining liable for any deficiency remaining unpaid after
such application, and after so paying over such net proceeds and after the
payment by the Collateral Agent of any other amount required by any provision
of law, including the UCC, any surplus shall be applied as provided below.  Upon payment in full of the Secured
Obligations 



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and of the amounts
referred to in the preceding sentence, the Collateral Agent shall account for
the surplus, if any, to the relevant Credit Party in accordance with Section 2.13.  To the maximum extent permitted by applicable
law, each Credit Party waives all claims, damages, and demands against the
Agents and the Lenders arising out of the repossession, retention or sale of
the Collateral except such as arise out of the gross negligence or willful misconduct
of such Person.  Each Credit Party agrees
that the Collateral Agent need not give more than thirty (30) calendar days’
notice to the Borrower pursuant to Section 7.1 (which notification shall
be deemed given when mailed or delivered on an overnight basis, postage
prepaid, addressed to the Borrower at its address referred to in Section
12.2) of the time and place of any public sale of Collateral or of the time
after which a private sale may take place and that such notice is reasonable
notification of such matters.  The
Collateral Agent and its agents shall have the right to enter upon any Real
Property owned or leased by any Credit Party to exercise any of its rights or
remedies under this Agreement.  The
Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. 
The Collateral Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and any such sale
may, without further notice, be made at the time and place to which it was
adjourned.  Each Credit Party shall
remain liable for any deficiency if the proceeds of any sale or disposition of
the Collateral are insufficient to pay its Obligations and all other amounts to
which the Agents and the Lenders are entitled, the Credit Parties also being
liable for the fees and expenses of any attorneys employed by the Agents to
collect such deficiency.


(b)           [Reserved]


(c)           Pledged Collateral.


(i)            During
the continuance of an Event of Default, if the Collateral Agent shall give
notice of its intent to exercise such rights to the relevant Credit Party or
Credit Parties to the extent required by the Commitment Order or the Final DIP
Order, (i) the Collateral Agent shall have the right to receive any and all
cash dividends, payments or other Proceeds paid in respect of the Pledged
Collateral and make application thereof first to the Secured Obligations in the
order set forth herein, and (ii) the Collateral Agent or its nominee may
exercise (A) all voting, consent, corporate and other rights pertaining to the
Pledged Collateral at any meeting of shareholders, partners or members, as the
case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any and all rights of conversion, exchange and subscription
and any other rights, privileges or options pertaining to the Pledged
Collateral as if it were the absolute owner thereof (including the right to
exchange at its discretion any and all of the Pledged Collateral upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the organizational structure of any issuer of Pledged Collateral, the right to
deposit and deliver any and all of the Pledged Collateral with any committee,
depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Collateral Agent may determine), all without
liability except to account for property actually received by it, but the
Collateral Agent shall have no duty to any Credit Party to exercise any such
right, privilege or option and shall not be responsible for any failure to do
so or delay in so doing.


(ii)           In
order to permit the Collateral Agent to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant hereto and to
receive all dividends and other distributions which it may be entitled to
receive hereunder, (i) each Credit Party shall promptly execute and
deliver (or cause to be executed and delivered) to the Collateral Agent all such
proxies, dividend payment orders and other instruments as the Majority Lenders
may from time to time reasonably request and (ii) without limiting 



 76
 









the effect of clause (i) above, such Credit
Party hereby grants to the Collateral Agent an irrevocable proxy to vote all or
any part of the Pledged Collateral and to exercise all other rights, powers,
privileges and remedies to which a holder of the Pledged Collateral would be
entitled (including giving or withholding written consents of shareholders,
partners or members, as the case may be, calling special meetings of
shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Collateral on
the record books of the issuer thereof) by any other person (including the
issuer of such Pledged Collateral or any officer or agent thereof) during the
continuance of an Event of Default and which proxy shall only terminate upon the
payment in full of the Secured Obligations.


(iii)          Each
Credit Party hereby expressly authorizes and instructs each issuer of any
Pledged Collateral pledged hereunder by such Credit Party to (x) comply with
any instruction received by it from the Administrative Agent or the Majority
Lenders in writing that (A) states that an Event of Default has occurred and is
continuing and (B) is otherwise in accordance with the terms of this Agreement,
without any other or further instructions from such Credit Party, and each
Credit Party agrees that such issuer shall be fully protected in so complying
and (y) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Collateral directly to the Collateral
Agent.


10.8.        Agent
Appointment as Attorney-in-Fact.


(a)           Each Credit Party hereby irrevocably
constitutes and appoints each Agent and any officer or agent thereof, with full
power of substitution, as its and its Subsidiaries’ true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Credit
Party and in the name of such Credit Party, or in its own name, from time to
time in the Majority Lenders’ discretion (but subject to the terms of this
Agreement), for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary and desirable to accomplish
the purposes of this Agreement and the transactions contemplated hereby, and,
without limiting the generality of the foregoing, hereby gives the Collateral
Agent the power and right, on behalf of such Credit Party, without notice to or
assent by such Credit Party to do the following (but subject to the terms of
this Agreement):


(i)            to
ask, demand, collect, receive and give acquittances and receipts for any and
all moneys due and to become due under any Collateral and, in the name of such
Credit Party, its own name or otherwise, to take possession of and endorse and
collect any checks, drafts, notes, acceptances or other Instruments for the
payment of moneys due under any Collateral and to file any claim or to take any
other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Majority Lenders for the purpose of collecting any and all
such moneys due under any Collateral whenever payable and to file any claim or
to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Majority Lenders for the purpose of
collecting any and all such moneys due under any Collateral whenever payable;


(ii)           to
pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against the Collateral, to effect any repairs or any
insurance called for by the terms of this Agreement and to pay all or any part
of the premiums therefor and the costs thereof; and



 77
 









(iii)          (A) to
direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due, and to become due thereunder, directly to
the Collateral Agent or as the Collateral Agent shall direct; (B) to
receive payment of and receipt for any and all moneys, claims and other amounts
due, and to become due at any time, in respect of or arising out of any
Collateral; (C) to sign and indorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with accounts and other
documents constituting or relating to the Collateral; (D) to commence and
prosecute any suits, actions or proceedings at law or equity in any court of
competent jurisdiction to collect the Collateral or any part thereof and to
enforce any other right in respect of any Collateral; (E) to defend any
suit, action or proceeding brought against any Credit Party with respect to any
Collateral of such Credit Party; (F) to settle, compromise or adjust any
suit, action or proceeding described above and, in connection therewith, to give
such discharges or releases as the Majority Lenders may deem appropriate;
(G) to license or, to the extent permitted by an applicable license,
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any trademarks, throughout the world for such
term or terms, on such conditions, and in such manner, as the Majority Lenders
shall in their sole discretion determine; and (H) generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though the Collateral Agent were
the absolute owner thereof for all purposes, and to do, at the Majority Lenders’
option and such Credit Party’s expense, at any time, or from time to time, all
acts and things which the Majority Lenders reasonably deem necessary to
protect, preserve or realize upon the Collateral and the Collateral Agent’s
Lien therein, in order to effect the intent of this Agreement, all as fully and
effectively as such Credit Party might do.


(b)           Each Agent agrees that it will
forbear from exercising the power of attorney or any rights granted to the
Collateral Agent pursuant to this Section 10.8, except upon the
occurrence or during the continuation of an Event of Default.  The Credit Parties hereby ratify, to the
extent permitted by law, all that said attorneys shall lawfully do or cause to
be done by virtue hereof.  Subject to
compliance by the Collateral Agent with the notice requirements provided for in
Section 7.1, to the extent applicable, exercise by the Collateral Agent
of the powers granted hereunder is not a violation of the automatic stay
provided by section 362 of the Bankruptcy Code and each Credit Party waives
applicability thereof.  The power of
attorney granted pursuant to this Section 10.8 is a power coupled
with an interest and shall be irrevocable until the Obligations are
indefeasibly paid in full.


(c)           The powers conferred on the Agents
hereunder are solely to protect the Agents’ and the Lenders’ interests in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  Each Agent shall be accountable
only for amounts that it actually receives as a result of the exercise of such
powers and neither it nor any of its officers, directors, employees or agents
shall be responsible to any Credit Party for any act or failure to act, except
for its own gross negligence or willful misconduct.


(d)           Each Credit Party also authorizes the
Collateral Agent, at any time and from time to time upon the occurrence and during
the continuation of any Event of Default or as otherwise expressly permitted by
this Agreement, (i) to communicate in its own name or the name of its
Subsidiaries with any party to any Contract with regard to the assignment of
the right, title and interest of such Credit Party in and under the Contracts
hereunder and other matters relating thereto and (ii) to execute any
endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral.



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(e)           All Obligations of the Borrower shall
constitute, in accordance with section 364(c)(1) of the Bankruptcy Code, claims
against the Borrower in the SCL Case that are administrative expense claims
having priority over any all administrative expenses of the kind specified in
sections 105, 326, 330, 331, 503(b), 507(a), 507(b), 726 or any other
provisions of the Bankruptcy Code (other than the Carve-Out) (provided
that the Agents and the Lenders disclaim any Lien or priority with respect to
proceeds (including recoveries) of Chapter 5 Claims).


10.9.        Modifications.  The Liens, lien priority, administrative
priorities and other rights and remedies granted to the Collateral Agent in
respect of Obligations for the benefit of the Lenders pursuant to this
Agreement, the Commitment Order or the Final DIP Order (including the
existence, perfection and priority of the Liens provided herein and therein and
the administrative priority provided herein and therein) shall not be modified,
altered or impaired in any manner by any other financing or extension of credit
or incurrence of Indebtedness by any of the Credit Parties (pursuant to section
364 of the Bankruptcy Code or otherwise), or by any dismissal or conversion of
the Case, or by any other act or omission whatsoever.  Without limitation, notwithstanding any such
order, financing, extension, incurrence, dismissal, conversion, act or
omission:


(a)           except for the Carve-Out having
priority over the Obligations of the Borrower, no costs or expenses of
administration which have been or may be incurred in the SCL Case or any
conversion of the same or in any other proceedings related thereto, and no
priority claims, are or will be prior to or on a parity with any claim of the
Agents or the Lenders against the Credit Parties in respect of any Obligation;


(b)           the security interests and other
Liens granted herein shall continue to have the priority provided for under Sections 3.20
and 10.1 to be subject only to Permitted Liens, and shall be prior to
all other security interests and other Liens, now existing or hereafter
arising, in favor of any other creditor or any other Person whatsoever except
for Permitted Senior Liens; and


(c)           the security interests and other
Liens granted hereunder in property of the Debtor shall continue valid and
perfected without the necessity that financing statements be filed or that any
other action be taken under applicable nonbankruptcy law.


Notwithstanding
any failure on the part of the Debtor or either Agent or the Lenders to
perfect, maintain, protect or enforce the security interests and other Liens in
the Collateral granted hereunder and under the other Credit Documents in the
property of the Debtor, and the Final DIP Order shall automatically, and
without further action by any Person, perfect such security interests and other
Liens against the right, title and interest of the Debtor in the Collateral.


10.10.      [Reserved]


SECTION 11.   MULTIPLE OBLIGORS


11.1.        [Reserved]


11.2.        Waivers.


(a)           General.  Without notice to, or consent by, any Credit
Party, and without in any way limiting or reducing each or any Credit Party’s
liability for all of its Obligations under this Agreement and the other Credit
Documents, the Agents and the Lenders, in accordance with Section 12.1
and other applicable provisions of the Credit Documents, may:  (i) grant extensions of time, renewals
or other indulgences or modifications to any Credit Party or any other party
under any of the Credit



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Documents,
(ii) agree with the Borrower to change the rate of interest under the
Loans, (iii) agree with the Borrower to change, amend or modify any Credit
Document(s), (iv) to the extent permitted under the Credit Documents
following an Event of Default, sell, exchange, release or exercise remedies
with respect to any or all Collateral, (v) accept or reject additional
collateral for the Loans or any portion thereof, (vi) discharge or release
any party or parties liable under the Credit Documents, (vii) foreclose or
otherwise realize on any Collateral, or attempt to foreclose or otherwise realize
on any Collateral, whether such attempt is successful or unsuccessful, and
whether such attempt relates to some or all or only some portion of the
Collateral, (viii) accept or make compositions or other arrangements or
file or refrain from filing a claim in any bankruptcy, insolvency or similar
proceeding, (ix) make other or additional Loans to the Borrower in such
amount(s) and at such time(s) as the Agents and the Lenders, in accordance with
Section 12.1 and other applicable provisions of the Credit Documents,
may determine, and (x) credit payments in such manner and order of
priority to principal, interest or other obligations as the Majority Lenders
may determine in their discretion, except as otherwise provided in this
Agreement (including under Section 2.13 and Section 12.1).  Without limiting the generality of the
foregoing, except as might be provided in this Agreement to the contrary, each
or any Credit Party’s liability for the Loans and other Obligations shall
continue even if the Agents, the Lenders and the other Credit Parties alter any
obligations under the Credit Documents in any respect or either Agent’s (or any
Lender’s) remedies or rights against any Credit Party are in any way impaired
or suspended without any Credit Party’s consent.  If the Agents and the Lenders perform any of
the actions described in this Section, then every Credit Party’s
liability shall continue in full force and effect even if either Agent’s (or
any Lender’s) actions impair, diminish or eliminate any Credit Party’s
subrogation, contribution or reimbursement rights (if any) against any other
Credit Party.


(b)           Waivers of Rights and Defenses.  Each Credit Party waives any right to require
the Agents to (i) proceed against any particular Credit Party, any
particular Collateral, or in any particular order of realization,
(ii) proceed against or exhaust any Collateral, or (iii) pursue any
other right or remedy.  Each Credit Party
agrees that the Agents may proceed against each or any Credit Party with
respect to the obligations of such Credit Party under this Agreement and the
other Credit Documents without taking any actions against any other Credit
Party.  Each Credit Party agrees that
each Agent (on behalf of the Lenders) may unqualifiedly exercise (or refrain
from exercising) in the Majority Lenders’ sole discretion any or all rights and
remedies available to it against any Credit Party without impairing such Agent’s
rights and remedies in enforcing the obligations of any Credit Party under this
Agreement or the other Credit Documents, under which each Credit Party’s
liabilities shall remain independent and unconditional.  Each Credit Party agrees and acknowledges
that the Agents’ exercise of certain of such rights or remedies may affect or
eliminate such Credit Party’s right of subrogation or recovery (if any) against
the other Credit Parties and that such Credit Party may incur a partially or
totally non-reimbursable liability in performing its obligations under the
Credit Documents.  Without limiting the
generality of any other waivers in this Agreement, each Credit Party expressly
waives any statutory or other right that such Credit Party might otherwise have
to require the Agents to exhaust the Collateral held with respect to the other
Credit Parties before the Agents may proceed against the Collateral owned by
such Credit Party.


(c)           Additional Waivers.  Except for the notice requirement expressly
provided for in Section 7.1, each Credit Party waives diligence and all
demands, protest, presentments and notices of every kind or nature, including
notices of protest, dishonor, nonperformance, nonpayment, acceptance of the
Obligations of such Credit Party under this Agreement and the other Credit
Documents and the creation, renewal, extension, modification or accrual of any such
Obligations, except notices to cure and notices that, in any of the foregoing
cases, are either required by Requirement of Law (including pursuant to an
Order) or by this Agreement or the other Credit Documents.  No failure or delay on either Agent’s or any
Lender’s part in exercising any power, right or privilege under the Credit
Documents shall impair or waive any such power, right or privilege.



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11.3.        Full Knowledge.  Each Credit Party acknowledges and represents
and warrants that it has had a full and adequate opportunity to review the
Credit Documents and the Commitment Order and, prior to the entry thereof, the
Final DIP Order, the transactions contemplated hereby and thereby and all
underlying facts relating to such transactions. 
Each Credit Party represents and warrants that it fully
understands:  (a) the remedies the Agents
(on behalf of the Lenders) may pursue against the Borrower and each other
Credit Party in the event of a Default or Event of Default under this Agreement
or any other Credit Document, and (b) the Borrower’s and each other Credit
Party’s financial condition and ability to perform under the Credit
Documents.  Each Credit Party agrees to
keep itself fully informed regarding all aspects of the its and each other
Credit Party’s financial condition and the performance of its and each other
Credit Party’s Obligations under this Agreement and the other Credit Documents
and the Commitment Order and the Final DIP Order.


11.4.        [Reserved]


11.5.        [Reserved]


11.6.        Lenders’ Disgorgement of Payments.  Upon payment of all or any portion of the
Loans, each Credit Party’s Obligations under this Agreement and the other
Credit Documents shall continue and remain in full force and effect if all or
any part of such payment is, pursuant to any bankruptcy, insolvency or similar
proceeding or otherwise, avoided or recovered directly or indirectly from
either Agent or any Lender as a preference, fraudulent transfer or otherwise,
irrespective of (a) any notice of revocation given by the Borrower prior
to such avoidance or recovery, or (b) payment in full of the Loans.  Each Credit Party’s liability under the
Credit Documents shall continue until all periods have expired within which
either Agent or any Lenders could (on account of bankruptcy or insolvency proceedings,
whether or not then pending, affecting any Credit Party or any other Person) be
required to return or repay any amount paid at any time on account of the Loans
or the other Obligations.  If, in any
such proceeding, any party seeks to require either Agent or any Lender to
disgorge or repay any payments previously made by any Credit Party to either
Agent or any Lender, then each Credit Party shall jointly and severally be
obligated to pay such Agent or such Lender, within ten (10) days after written
request therefor, an amount equal to the amount adjudicated to be disgorged or
repaid.


SECTION 12.  MISCELLANEOUS


12.1.        Amendments and Waivers.  Neither this Agreement, any other Credit
Document, the Commitment Order or the Final DIP Order, as applicable, nor any
terms hereof or thereof may be amended, supplemented or modified except in
accordance with the provisions of this Section 12.1.  The Majority Lenders and each Credit Party
party to the relevant Credit Document may, or, with the written consent of the
Majority Lenders, each of the Administrative Agent or Collateral Agent, as
applicable, and each Credit Party party to the relevant Credit Document may,
from time to time, (a) enter into written amendments, supplements or
modifications hereto, to the other Credit Documents, to the Commitment Order or
to the Final DIP Order, for the purpose of adding any provisions to this
Agreement, the other Credit Documents, the Commitment Order or the Final DIP
Order, as applicable, or changing in any manner the rights of the Lenders or of
the Credit Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Majority Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement,
the other Credit Documents, the Commitment Order or the Final DIP Order, as
applicable, or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or
modification shall:


(i)            forgive
the principal amount or extend any scheduled date of payment of any Loan,
reduce the stated rate of any interest or fee payable hereunder (except in 



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connection with the waiver of applicability of any
post-default increase in interest rates, which waiver shall be effective with
the consent of the Majority Lenders) or extend the scheduled date of any
payment thereof, or extend the Termination Date, in each case without the
written consent of each Lender directly affected thereby;


(ii)           eliminate
or reduce the voting rights of any Lender under this Section 12.1
without the written consent of such Lender;


(iii)          amend,
supplement or otherwise modify any provision of this Section 12.1 or the
definition of the term “Majority Lenders” or any provision of any Credit Document
expressly requiring that any particular action be taken or consented to by all
of the Lenders, in each case without the written consent of all Lenders
directly affected thereby;


(iv)          consent
to the assignment or transfer by any Credit Party of any of its rights and
obligations under this Agreement, the other Credit Documents, the Commitment
Order or the Final DIP Order, without the written consent of all Lenders;


(v)           release
all or substantially all of the Collateral or release the Guarantor from its
obligations under the Guaranty, in each case without the written consent of all
Lenders;


(vi)          amend,
modify or waive any provision of Section 2.13 without the written
consent of each Lender directly adversely affected thereby;


(vii)         amend,
modify or waive any provision of Section 8 without the written
consent of either Agent if adversely affected thereby.


Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Credit Parties, the Lenders, the Agents and all future holders of the
Loans.  In the case of any waiver, the
Credit Parties, the Lenders and the Agents shall be restored to their former
position and rights hereunder and under the other Credit Documents, the
Commitment Order and the Final DIP Order, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any
right consequent thereon.


The Borrower has advised the Lenders that, in
connection with the Case, the Borrower is engaged in a group simplification
process with respect to the Borrower and its Subsidiaries that may involve one
or more transactions involving the liquidation of assets of Subsidiaries,
mergers of Subsidiaries, offsets of claims of the Borrower against the
obligations of Subsidiaries or offset by Subsidiaries of claims against each
other, the conversion of obligations of Subsidiaries to the Borrower or to
other Subsidiaries into capital contributions, the creation of inter-company
liabilities and various other actions that alter the corporate or financial
relationships between and among the Borrower and its Subsidiaries (any such
action being a “Group Simplification Activity”).  The parties hereto understand that a proposed
Group Simplification Activity might, absent waiver by the Majority Lenders in
accordance herewith, conflict with the terms of this Agreement and that the
Borrower may propose waivers or amendments to this Agreement to permit one or
more Group Simplification Activities and the Majority Lenders may, in their
discretion, consent, or not consent, to any such waiver or amendment.


12.2.        Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, 



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shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower, the
Administrative Agent and the Collateral Agent, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:


	
  The Borrower:

  	
   

  	
  Sea Containers Ltd.

  22 Victoria Street

  Hamilton, HM 12 Bermuda

  Attn:  Chief Financial Officer

  Fax:  (441) 295-5328

  with copies to:

  Sea
  Containers Services Ltd.

  20 Upper Ground

  London SE1 9PF England

  Attn:  Chief Financial Officer

  Fax:  011-44-207-805-5900

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Administrative Agent

  and the Collateral Agent:

  	
   

  	
  299 South
  Main  Street, 12th Floor

  Salt Lake City, Utah 84111

  Attn: Corporate Lease Group

  Phone: 801-246-5630

  Fax: 801-246-5053

  



 


provided that any
notice, request or demand to or upon the Agents or the Lenders shall not be
effective until received.


Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant
to Section 2 unless otherwise agreed by the Administrative Agent and the
applicable Lender.  The Administrative
Agent or the Borrower may, each in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


12.3.        No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of either Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Credit Documents, the Commitment
Order or the Final DIP Order, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


12.4.        Survival of Representations and
Warranties.  All representations and
warranties made hereunder, in the other Credit Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement, the 



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Commitment Order
and the Final DIP Order and the making of the Loans and other extensions of
credit hereunder.


12.5.        Payment of Expenses and Taxes;
Indemnification.  The Borrower agrees
(a) to pay or reimburse each Agent for all its out-of-pocket costs and
expenses incurred in connection with the development, negotiation, preparation
and execution of, and any amendment, supplement or modification to, this
Agreement, the other Credit Documents, the Commitment Order, the Final DIP Order
and any other documents prepared in connection herewith or therewith, and the
alternative forms of financing proposals requested by the Debtor, and the
consummation and administration of the transactions contemplated hereby and
thereby, including the reasonable fees and disbursements of counsel to each
Agent, all costs and expenses of negotiating, documenting and obtaining court
approval of the Debtor’s entry into the Commitment Documents and related
documents and the Credit Documents and the transactions described in the
Commitment Documents and the Credit Documents, and search, filing and recording
fees and expenses, with statements with respect to the foregoing to be
submitted to the Borrower prior to the Funding Date (in the case of amounts to
be paid on the Funding Date) and from time to time thereafter on a monthly
basis or such other periodic basis as such Agent shall deem appropriate,
(b) to pay or reimburse each Lender and each Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Credit Documents, the Commitment Order,
the Final DIP Order and any such other documents prepared in connection
herewith or therewith, including the reasonable fees and disbursements of
counsel (including the allocated fees and expenses of in-house counsel) to each
Lender and to each Agent and (c) to pay, indemnify, and hold each Lender
and each Agent harmless from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Credit Documents, the Commitment Order, the Final DIP
Order and any such other documents prepared in connection herewith or
therewith.   The Credit Parties shall
jointly and severally indemnify and hold harmless each Agent, each Lender and
each of their respective Affiliates, and each of the respective officers,
directors, employees, agents, advisors, attorneys, consultants, and
representatives of each of the foregoing in their respective capacities as such
to an Agent or Lender or Affiliate thereof, as applicable, (each, an “Indemnified
Party”) from and against any and all claims, damages, losses, liabilities,
obligations, penalties, actions, judgments, suits, costs, disbursements and
expenses of any kind or nature (including fees and disbursements of counsel),
joint or several (“Indemnified Amounts”), that may be imposed on,
incurred by or asserted or awarded against any Indemnified Party (including in
connection with, arising out of or relating to any investigation, litigation or
proceeding or the preparation of any defense in connection therewith), whether
or not any such Indemnified Party is a party thereto, in each case in any
manner relating to, arising out of or in connection with or by reason of the
DIP Facility, or the use or intended use of the proceeds of the DIP Facility,
the Case, the Credit Documents (including any amounts payable by an Agent or a
Lender pursuant to any indemnification or reimbursement provisions contained
therein), the Commitment Documents, the Commitment Order, the Final DIP Order
or the alternative forms of financing proposals requested by the Debtor, or the
transactions contemplated hereby or thereby (which shall include any act, event
or transaction related or attendant to any thereof), or in connection with any
investigation of any matters contemplated hereby or thereby (collectively, the “Indemnified
Matters”) except that the Credit Parties shall not have any obligation to
an Indemnified Party pursuant to this Section 12.5 with respect to any
Indemnified Amounts relating to any Indemnified Matter to the extent of any
portion of such Indemnified Amounts directly and primarily caused by, or directly
and primarily resulting from, the gross negligence or willful misconduct of
that Indemnified Party as determined in a final non-appealable judgment or
order by a court of competent jurisdiction. 
In the case of an investigation, litigation or other proceeding to which
the indemnity in this paragraph applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by 



 84
 









the Borrower or
any of its Significant Subsidiaries, or by any directors, security holders or
creditors of any of the foregoing, an Indemnified Party or any other Person, or
an Indemnified Party is otherwise a party thereto.  Each Credit Party further agrees that no
Indemnified Party shall have any liability (whether direct or indirect, in contract,
tort or otherwise) to any Group Member for or in connection with the
Indemnified Matters, except to the extent such liability is determined in a
final non-appealable judgment by a court of competent jurisdiction to have been
directly and primarily caused by, or directly and primarily resulting from,
such Indemnified Party’s gross negligence or willful misconduct.  In no event, however, shall any Indemnified
Party be liable on any theory of liability for any special, indirect,
consequential or punitive damages (including any loss of profits, business or
anticipated savings).  Without limiting
the foregoing, and to the extent permitted by applicable law, each Credit Party
agrees not to assert and to cause its Subsidiaries not to assert, and hereby
waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them might have by statute or otherwise against any Indemnified
Party.  All amounts due under this Section
shall be payable not later than ten days after written demand therefor.  Statements payable by a Credit Party pursuant
to this Section shall be submitted to the Person and at the address of
the Borrower set forth in Section 12.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent.  The agreements
in this Section shall survive repayment of the Loans and all other
Obligations payable hereunder or under any other Credit Document.


12.6.        Successors
and Assigns; Participations and Assignments.


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) no
Credit Party may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by a Credit Party without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.


(b)          (1)             Subject
to the conditions set forth in clause (b)(ii) below, any Lender may
assign to one or more assignees (each, an “Assignee”) all or a portion
of its rights and obligations under this Agreement or under any other Credit
Document (including all or a portion of its Commitments and the Loans at the
time owing to it) with notice to the Administrative Agent and, so long as no
Default has occurred and is continuing, the prior written consent (such consent
not to be unreasonably withheld) of the Borrower, provided that no
consent of the Borrower shall be required for an assignment to an Assignee that
is a Lender immediately prior to giving effect to such assignment, or an
Affiliate of any Lender, or an Approved Fund.


(i)            Assignments
shall be subject to the following additional conditions:


(A)          except in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Loans, the amount of the
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000 and,
after giving effect to such assignment, the remaining Loans of such assigning
Lender shall not be less than $1,000,000, in each case unless the
Administrative Agent otherwise consents, provided that such amounts shall be
aggregated in respect of each Lender and its Affiliates or Approved Funds, if
any;



 85
 









(B)           the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Acceptance;


(C)           the Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an administrative
questionnaire;


(D)          no Assignment of any funding
obligation with respect to any Revolving Credit Loan shall be made (other than
to a Lender, an Affiliate of a Lender or an Approved Fund) except with the
prior written consent of the Borrower, which consent shall not be unreasonably
withheld or delayed; and


(E)           no Assignment of or participation in
any Loan shall be made to GE SeaCo or any Affiliate thereof or to any Person
that (or whose Affiliate) operates in the container leasing business or could
reasonably be expected to compete with the Borrower, GE SeaCo, the Guarantor,
or SPC.


(ii)           Subject
to acceptance and recording thereof pursuant to clause (b)(iv) below, from and
after the effective date specified in each Assignment and Acceptance the
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16
and 12.5).  Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply
with this Section shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with clause (c) of this Section.


(iii)          The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the principal amount of the Loans owing to each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.


(iv)          Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative
questionnaire (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in clause (b) of this Section and
any written consent to such assignment required by clause (b) of this Section,
the Administrative Agent shall accept such Assignment and Acceptance and record
the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.



 86
 









(c)           (i)             Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans owing to
it); provided that (A) such Lender’s obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (C) the
Credit Parties, the Administrative Agent and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement, and (D) no participation shall
release a Lender from a funding obligation or a Loan without the Borrower’s
prior written consent (not to be unreasonably withheld or delayed).  Any agreement pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and, if applicable, each other Credit Agreement
and to approve any amendment, modification or waiver of any provision of this
Agreement and, if applicable, each other Credit Agreement; provided that
such agreement may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant
to the proviso to the second sentence of Section 12.1 and
(2) directly affects such Participant. 
Subject to clause (c)(ii) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Section
2.14, 2.15 or 2.16 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to clause (b) of
this Section.  To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section
12.7(b) as though it were a Lender, provided such Participant shall
be subject to Section 12.7(a) as though it were a Lender.


(ii)           A Participant shall not be entitled
to receive any greater payment under Section 2.14 or 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.


(d)           Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


12.7.        Adjustments;
Set-off.


(a)           Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender hereunder, if any Lender (a “Benefitted Lender”) shall receive
any payment of all or part of the Obligations owing to it, or shall receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off
or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, such Benefitted Lender shall purchase for cash
from the other Lenders a participating interest in such portion of the
Obligations owing to each such other Lender, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to
cause such Benefitted Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest.


(b)           In addition to any rights and
remedies of the Lenders provided by law, each Lender shall have the right,
without prior notice to any Credit Party, except as expressly provided in Section
7.1, any such notice being expressly waived by each Credit Party to the
extent permitted by 



 87
 









applicable law,
upon any amount becoming due and payable by any Credit Party hereunder (whether
at the stated maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of any Credit Party, as the case may be.  Each Lender agrees promptly to notify the
applicable Credit Party and the Administrative Agent after any such setoff and
application made by such Lender, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


12.8.        Counterparts.  This Agreement and each other Credit Document
may be executed by one or more of the parties to this Agreement or any other
Credit Document on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed
signature page of this Agreement or any other Credit Document by facsimile
transmission or electronic copy shall be effective as delivery of a manually
executed counterpart hereof or thereof. 
A set of the copies of this Agreement and each other Credit Document
signed by all the parties shall be lodged with each of the Borrower and the
Administrative Agent.


12.9.        Severability.  Any provision of this Agreement or any other
Credit Document that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


12.10.      Integration.  This Agreement and the other Credit
Documents, together with the Commitment Order and the Final DIP Order,
represent the entire agreement of the Credit Parties, the Agents and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by either Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein, in the other Credit Documents or the Commitment Order or the Final DIP
Order.


12.11.      GOVERNING LAW.  THIS
AGREEMENT AND EACH OTHER CREDIT DOCUMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT 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.


12.12.      Submission To Jurisdiction; Waivers.  Each Credit Party hereby irrevocably and
unconditionally:


(a)           submits for itself and its property
in any legal action or proceeding relating to this Agreement, the other Credit
Documents, the Commitment Order or the Final DIP Order, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of Delaware, the courts of the United
States for the District of Delaware (including the Bankruptcy Court), and
appellate courts from any thereof;


(b)           consents that any such action or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;



 88
 









(c)           agrees that service of process in any
such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Borrower at its address set forth or referenced in Section
12.2 or at such other address of which the Administrative Agent shall have
been notified pursuant thereto;


(d)           agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction; and


(e)           waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.


12.13.      Acknowledgments.  Each Credit Party hereby acknowledges that:


(a)           it has been advised by counsel in the
negotiation, execution and delivery of this Agreement, the other Credit
Documents, the Commitment Order and the Final DIP Order;


(b)           neither Agent nor any Lender has any
fiduciary relationship with or duty to such Credit Party arising out of or in
connection with this Agreement, any of the other Credit Documents, the
Commitment Order or the Final DIP Order, and the relationship between the
Agents and Lenders, on one hand, and such Credit Party, on the other hand, in
connection herewith or therewith is solely that of creditor and debtor; and


(c)           no joint venture is created hereby or
by the other Credit Documents, the Commitment Order or the Final DIP Order, or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among such Credit Party and the Lenders.


12.14.      Releases of Guarantees and Liens.  Notwithstanding anything to the contrary
contained herein or in any other Credit Document or the Commitment Order or the
Final DIP Order, as applicable, each Agent is hereby irrevocably authorized by
each Lender (without requirement of notice to or consent of any Lender except
as expressly required by Section 12.1) to take any action requested by
the Borrower having the effect of releasing any Collateral or Guaranty to the
extent necessary to permit consummation of any transaction not prohibited by
any Credit Document or that has been consented to in accordance with Section
12.1.


12.15.      Confidentiality.  Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Credit Party
pursuant to this Agreement that is designated by such Credit Party as
confidential; provided that nothing herein shall prevent either Agent or
any Lender from disclosing any such information (a) to either Agent, any other
Lender or any Affiliate of such Lender, (b) subject to an agreement to comply
with the provisions of this Section, to any actual or prospective
Transferee or any pledgee of any security interest pledged pursuant to Section
12.6(d), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its Affiliates, (d) upon the
request or demand of any Governmental Authority, (e) in response to any order
of any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (f) if requested or required to do so in
connection with any litigation or similar proceeding, (g) that has been
publicly disclosed, (h) to the National Association of Insurance Commissioners
or any similar organization or any nationally recognized rating agency that
requires access to information about a Lender’s investment portfolio in
connection with ratings issued with respect to such Lender or (i) in connection
with the exercise of any remedy hereunder or under any other Credit Document or
the Commitment Order or the Final DIP Order, as applicable.



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12.16.      WAIVERS OF JURY TRIAL.  THE CREDIT
PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


12.17.      Delivery of Addenda.  Each initial Lender shall become a party to
this Agreement by delivering to the Administrative Agent an Addendum duly
executed by such Lender.


12.18.      Joint
and Several Liability; Postponement of Subrogation.


(a)           The obligations of the Credit Parties
hereunder and under the other Credit Documents and the Commitment Order and the
Final DIP Order shall be joint and several and, as such, each Credit Party
shall be liable for all of the Obligations of the Borrower under this
Agreement, the other Credit Documents and the Commitment Order and the Final
DIP Order, provided that the liability of the Guarantor shall be limited in
amount to the value of the Guarantor’s assets as of the Funding Date.  The liability of each Credit Party for the
Obligations of the Borrower under this Agreement, the other Credit Documents
and the Commitment Order and the Final DIP Order shall be absolute,
unconditional and irrevocable, without regard to (i) the validity or
enforceability of this Agreement, any other Credit Document or the Commitment
Order or the Final DIP Order, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by any Secured Party, (ii) any defense, set-off
or counterclaim (other than a defense of payment or performance hereunder)
which may at any time be available to or be asserted by the Borrower or any
other Credit Party or other Person against any Secured Party or (iii) any other
circumstance whatsoever (with or without notice to or knowledge of any other
Credit Party or any other Person or the Borrower) that constitutes, or might be
construed to constitute, an equitable or legal discharge of such other Credit
Party for the Obligations, or of such Credit Party under this Section,
in bankruptcy or in any other instance.


(b)           Each Credit Party agrees that it will
not exercise any rights which it may acquire by way of rights of subrogation
under this Agreement, by any payments made hereunder or otherwise, until the
prior payment in full in cash of all of the Obligations.  Any amount paid to the Borrower on account of
any such subrogation rights prior to the payment in full in cash of all of the
Obligations shall be held in trust for the benefit of the Agents and the
Lenders and shall immediately be paid to the Administrative Agent for the
benefit of the Lenders and credited and applied against the Obligations of the
Borrower, whether matured or unmatured, in such order as the Administrative
Agent shall elect.


12.19.      Marshaling; Payments Set Aside.  Neither Agent nor any Lender shall be under
any obligation to marshal any assets in favor of the Borrower or any other
party or against or in payment of any or all of the Obligations.  To the extent that the Borrower makes a
payment or payments to the Agents or the Lenders or any of such Persons
receives payment from the proceeds of the Collateral or exercise their rights
of setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.


12.20.      [Reserved]


12.21.      [Reserved]



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12.22.      [Reserved]


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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


	
  

  	
   

  	
  SEA CONTAINERS LTD., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Laura Barlow

  	
   

  
	
   

  	
   

  	
   

  	
  Name:Laura Barlow

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPC HOLDINGS LTD., as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M.R. Wilson

  	
   

  
	
   

  	
   

  	
   

  	
  Name: /s/ M.R. Wilson

  
	
   

  	
   

  	
   

  	
  Title: Director

  
						



 













 


	
  

  	
   

  	
  WELLS FARGO BANK NORTHWEST, N.A., as

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Val T. Orton

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Val T. Orton

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK NORTHWEST, N.A., as

  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Val T. Orton

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Val T. Orton

  
	
   

  	
   

  	
   

  	
  Title: Vice President