EXHIBIT 10.2


CLEARING ACCOUNT AGREEMENT


[SPRINGING]


This
CLEARING ACCOUNT AGREEMENT (the “Agreement”) is entered into this 23rd day of
July 2007, by and among Commerce Bank, N.A., having a place of business at 1701
Route 70 East, Cherry Hill, New Jersey, 08034 (the “Clearing Bank”), SEA
CONTAINERS LTD., having its principal place of business at Canon’s Court, 22
Victoria Street, Hamilton HM 12, Bermuda (the “Borrower”), and WELLS FARGO BANK
NORTHWEST, N.A., having its principal place of business at 299 South Main
Street, 12th Floor, Salt Lake City, Utah, 84111 (as administrative agent and
collateral agent on behalf of the secured parties, together with its successors
and assigns, “Agent”).


R E C I T A L S


A.            Borrower and Agent notify Clearing
Bank that by separate agreement  (that
certain Secured Super-Priority Debtor-In-Possession Credit Agreement (the “Credit Agreement”), dated as of July 20,
2007, among the Borrower, SPC Holdings LTD., as Guarantor, the lenders
thereunder (the “Lenders”) and the
Agent) Borrower has granted Agent a security interest in the Clearing Account
(as hereinafter defined) encumbering Borrower’s interest in certain property
(the “Property”) more particularly
described in the Credit Agreement.


B.            Borrower and Agent have agreed that
Borrower shall establish and maintain with financial institutions acceptable to
Agent control accounts subject to a security interest in favor of the Agent and
the other secured parties under the Credit Agreement, and Borrower and Agent
desire to retain Clearing Bank to provide the services described herein.


NOW
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


1.             Defined Terms.  In addition to capitalized terms defined
elsewhere in this Agreement, the following capitalized terms shall have the
respective meanings set forth below:


“Business Day” shall mean any day other than a Saturday,
Sunday or any day on which commercial banks in the jurisdiction where the
Clearing Account has been opened are authorized or required to close.


“Credit Documents” shall have the meaning
ascribed to such term in the Credit Agreement.











“Loan” shall mean, collectively, the Loans under and as
defined in the Credit Agreement.


“Minimum Balance” shall mean $25,000.00.


“Obligations” shall mean any and all debt,
liabilities and obligations of Borrower to Agent and Lenders pursuant to or in
connection with the Loan, including without limitation, any and all debt,
liabilities and obligations of Borrower under the Credit Documents (other than
contingent indemnification obligations not yet due and payable).


2.             Duties of the Clearing Bank.


(a)           Clearing Bank shall receive and
process any deposits and receive and process all wire transactions to the
Clearing Account, as defined in paragraph 2(b), presented by Borrower or any of
its agents at any of Clearing Bank’s branch offices.


(b)           In order to further secure the
performance by Borrower of the Obligations and as a material inducement for the
Lenders to make the Loan, (i) Clearing Bank has established and will maintain
collection accounts (collectively, the “Clearing Account,”
Account Numbers 2760212353 and 7860983282), into which Borrower shall deposit
all items specified in Section 2(a) received by it with respect to the
Property, (ii) the Clearing Account shall be entitled “Sea
Containers Ltd. Clearing Account,” and (iii) Clearing Bank acknowledges that the Clearing Account
is subject to a security interest in favor of Agent, and shall designate the
Clearing Account on its books as subject to a security interest in favor of
Agent.  The Clearing Account shall be
assigned the federal tax identification number of Borrower.


(c)           If Agent so requests, to the extent
that the Clearing Bank has the operational ability to do so, Clearing Bank will
provide to Agent, whether by Internet access or otherwise, a copy of each
periodic account statement relating to the Clearing Account ordinarily
furnished by Clearing Bank to the Borrower.  Clearing Bank’s liability for
failing to provide the account statement will not exceed the Clearing Bank’s
cost of providing the statement.  The
Borrower hereby authorizes Clearing Bank to provide to Agent, whether by
Internet access or otherwise, any other information concerning the Clearing
Account that Clearing Bank may agree to provide to Agent at Agent’s reasonable
request.


(d)           Items deposited with Clearing Bank,
which are returned for insufficient or uncollected funds, shall be re-deposited
by Clearing Bank a second time.  Items
returned unpaid the second time for whatever reason shall be debited from the
Clearing Account. In the event that there are insufficient funds in the
Clearing Account, then Clearing Bank shall be entitled to set off the amount of
the item from another account of Borrower (if any), and as provided in
Paragraph 6 below, under advice to Borrower.


(e)           Clearing Bank shall not be liable
except for the performance of such party’s duties and obligations as are specifically
set forth in this Agreement and the Account Documentation (as hereinafter
defined), and no implied covenants or obligations











shall be read into
this Agreement against the Clearing Bank. 
At all times Clearing Bank shall be entitled to rely upon any
communication it receives from Agent or the Borrower in connection with this
Agreement or that Clearing Bank shall believe in good faith to be a
communication received from the Agent or the Borrower in connection with this
Agreement, and Clearing Bank shall have no obligation to investigate or verify
the authenticity or correctness of any such communication.


(f)            Clearing Bank shall not be liable
for failing to follow an instruction that Clearing Bank reasonably determines
would result in Clearing Bank’s failing to comply with a statute, rule or
regulation, or an order or legal process, binding upon Clearing Bank.


(g)           Clearing Bank has not entered into
any currently effective agreement with any person under which Clearing Bank may
be obligated to comply with instructions regarding the Clearing Account or
disposition of funds therein originated by a person other than the Borrower or
Agent. 
Clearing Bank will not enter into any agreement with any
person under which Clearing Bank may be obligated to comply with instructions
regarding the Clearing Account or disposition of funds therein originated by a
person other than the Borrower or Agent.


3.             Transfer of Funds in Clearing
Account.


(a)           The Clearing Bank will comply with
instructions originated by Agent directing disposition of funds in the Clearing
Account, in each case (i) without the Borrower’s further consent, and (ii) even
if following the instruction results in the dishonoring by Clearing Bank of
items presented for payment from the Clearing Account or Clearing Bank
otherwise not complying with the Borrower’s instruction.  The Borrower, Agent and Clearing Bank agree
that Clearing Bank, after its receipt of any Exclusive Control Notice, as
defined below, and until such time as it receives written notice from Agent
rescinding such Exclusive Control Notice, shall take all instruction with
respect to the Clearing Account solely from Agent and will cease complying with
the Borrower’s instructions with regard to the Clearing Account.


(b)           Agent hereby instructs Clearing Bank
to comply with instructions directing the disposition of funds in the Clearing
Account originated by the Borrower or its authorized representatives until such
time as Agent delivers a written notice in substantially the form of Exhibit A
(an “Exclusive Control Notice”) to
Clearing Bank; provided, however, that the Clearing Account shall be subject to
the security interest in favor of Agent at all times regardless of the Borrower’s
ability to direct disposition of funds in the Clearing Account


(c)           Instructions given by Agent hereunder
shall be substantially in the form of Exhibit B and executed by an Authorized
Officer (as hereinafter defined), directing the disposition of the funds in the
Clearing Account. Prior to issuing any instructions, Agent shall provide
Clearing Bank with an incumbency certificate in the form of Exhibit C attached
hereto, which certificate shall contain the name and specimen signature of each











individual
with the authority to issue instructions on behalf of Agent (each such
individual, an “Authorized Officer”).


  4.           Termination.


(a)           Clearing Bank may resign from its
obligations under this Agreement at any time after thirty (30) days’ prior
written notice to the other parties hereto, but the Clearing Bank may resign
from its obligations under this Agreement at any time after five (5) Business
Days’ prior written notice to the other parties hereto in the event of fraud or
material breach of this Agreement on the part of any of the other parties
hereto. Borrower shall designate a successor to Clearing Bank promptly after
receipt of notice of resignation by Clearing Bank, which successor shall be
subject to the approval of Agent, and use commercially reasonable efforts to
cause such designated successor promptly to assume the obligations of Clearing
Bank hereunder.


(b)           Agent may terminate this Agreement
for any reason or no reason whatsoever, at any time upon thirty (30) days’
prior written notice to the other parties hereto.


(c)           Borrower may not unilaterally
terminate this Agreement or close the Clearing Account.  Except after the effective date of the
Clearing Bank’s resignation or early termination as set forth in Paragraphs 4(a)
and 4(b) herein, Clearing Bank shall not cause or permit the Clearing
Account to be closed unless it has received the prior written consent of the
other parties hereto.


5.             Standard of Care;
Indemnification.


(a)           Clearing Bank shall be responsible
for the performance of only such duties as are set forth herein or contained in
instructions given to the Clearing Bank. Clearing Bank’s liability shall be
limited to the actual, direct damages proximately caused by Clearing Bank’s
gross negligence or willful misconduct. 
In no event shall Clearing Bank have any liability to the Borrower for,
and the Borrower hereby agrees not to bring or pursue any legal or equitable
action against Clearing Bank by reason of, Clearing Bank’s compliance with
instructions given by Agent in accordance with the terms of this
Agreement.  IN NO EVENT, HOWEVER, SHALL
CLEARING BANK HAVE ANY RESPONSIBILITY FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR
EXEMPLARY DAMAGES, WHETHER OR NOT IT HAS NOTICE THEREOF, AND REGARDLESS OF THE
BASIS, THEORY OR NATURE OF THE ACTION UPON WHICH THE CLAIM IS ASSERTED, NOR
SHALL IT HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE VALIDITY OR
ENFORCEABILITY OF ANY SECURITY INTEREST OR OTHER INTEREST OF AGENT OR BORROWER
IN THE CLEARING ACCOUNT.  This paragraph
shall survive termination of this Agreement.


(b)           Except where Clearing Bank has been
grossly negligent, has acted in bad faith or in a manner which constitutes
willful misconduct or materially breaches this Agreement, Agent and Borrower
will release Clearing Bank from and shall indemnify











and hold Clearing
Bank harmless from and against any and all actual losses, claims, damages,
liabilities, out-of-pocket costs and reasonable expenses (including, without
limitation, reasonable counsel fees, whether arising in an action or proceeding
among the parties hereto or otherwise) to which Clearing Bank may become
subject, or which it may suffer or incur, arising out of or based upon this
Agreement or the actions contemplated hereby; provided, however,
that Agent’s liabilities under this paragraph shall be limited to matters
arising out of and proximately caused by Clearing Bank’s execution of  Agent’s instructions or resulting from any
(i) actual breach of this Agreement by Agent and (ii) alleged breach of this
Agreement by Agent, provided, that such breach is alleged by any person
other than Clearing Bank or its affiliates. 
This paragraph shall survive termination of this Agreement.


(c)           Agent and Borrower may inspect all
Clearing Account documents, statements and reports when received, and
immediately notify Clearing Bank of any errors or discrepancies, such notice to
take place no more than fourteen (14) calendar days after receipt of the
document, statement or report containing or reflecting an error or
discrepancy.  Except to the extent
otherwise required by law, failure by Agent or Borrower to notify Clearing Bank
of errors or discrepancies within the time frame indicated will relieve
Clearing Bank of any and all liability associated with or arising from such
errors or discrepancies, unless those errors or discrepancies can be directly
attributed to Clearing Bank’s gross negligence or willful misconduct. This
paragraph shall survive termination of this Agreement.


6.             Set-off.


Except
as set forth below in this Section 6 and Section 16, Clearing Bank
subordinates, in favor of Agent, any security interest now or hereafter granted
by the Account Documentation or any other document and any right to offset any
claim against Borrower which it might have against the Clearing Account; provided,
however, that Clearing Bank retains the right to charge the Clearing
Account for (a) items deposited to the Clearing Account and returned unpaid,
whether for insufficient funds or for any other reason, and without regard to
the timeliness of return of any such item or the occurrence or timeliness of
any drawee’s notice of non-payment of such items; (b) claims of breach of
the applicable Uniform Commercial Code’s transfer or presentment warranties
made against Clearing Bank in connection with items deposited to the Clearing
Account; (c) any automated clearing house (“ACH”)
entry credited to the Clearing Account and returned unpaid or subject to an
adjustment entry under applicable clearing house rules, whether for
insufficient funds or for any other reason, and without regard to the
timeliness of such return or adjustment; (d) any credit to the Clearing Account
made in error; and (e) Clearing Bank’s usual and customary charges for
services rendered in connection with the Clearing Account. If there are
insufficient collected funds in the Clearing Account to cover the amount of any
returned check or other adjustment or correction to be debited thereto,
Borrower shall repay the Clearing Bank the amount of such debit immediately
upon demand.  If Borrower fails to so
repay the Clearing Bank, then Agent shall repay the Clearing Bank for such
debit immediately upon written demand to the extent that Agent received the
proceeds of the check or other deposit or credit to which the debit relates.
This paragraph shall survive termination of this Agreement.











7.             Successors and Assigns;
Assignments.


This
Agreement shall bind and inure to the benefit of and be enforceable by Clearing
Bank, Borrower and Agent and their respective successors and permitted
assigns.  Agent may assign or transfer
its rights under this Agreement in connection with any assignment of the Loan in
accordance with Credit Agreement and with the consent of Clearing Bank which
consent shall not be unreasonably withheld. Borrower shall not have the right
to assign or transfer its rights or obligations under this Agreement without
the prior written consent of Agent.


8.             Amendment; Other Agreements.


(a)            This Agreement may be amended from
time to time only by a written agreement executed by all of the parties hereto.
The duties and obligations of the Clearing Bank set forth in this Agreement
supplement, rather than replace, Clearing Bank’s deposit account agreement,
terms and conditions and other standard documentation in effect from time to
time with respect to the Clearing Account or services provided in connection
with the Clearing Account (“Account Documentation”),
which Account Documentation will continue to apply to the Clearing Account and
such services, and the respective rights, powers, duties, obligations,
liabilities and responsibilities of the parties thereto and hereto, to the
extent not expressly conflicting with the provisions of this Agreement  (however, in the event of any such conflict,
the provisions of this Agreement shall control).


(b)           Agent may request that Clearing Bank
provide additional services (such as automatic daily transfers) with respect to
the Clearing Account; however, if such services are not authorized or otherwise
covered under the Account Documentation, Clearing Bank’s decision to provide
any such services shall be made in its sole discretion (including without
limitation being subject to the Borrower and/or Agent executing such Account
Documentation or other documentation as Clearing Bank may require in connection
therewith).


9.               Notices.


Notices
to Clearing Bank shall be sent to Commerce Bank, N.A., 6000 Atrium Way, Mt. Laurel,
NJ 08054, Attention: Paula Epstein, AIM # 02-206-02-21, or by telecopy to (856)
533-4989 with a copy to Paul Ciccotto, Commerce Bank, N.A., 6000 Atrium Way,
Mt. Laurel, NJ 08054, AIM # 02-206-02-21, or by telecopy to (856) 533-6628;
notices to Borrower shall be sent to the address written above or by facsimile
to Sea Containers Ltd. c/o Sea Containers Services Limited 44 207 805 5916,
Attention:  Colin MacFarlane; and notices
to Agent shall be sent to the address written above or by facsimile to (801) 246-5630,
Attention: Corporate Lease Group; or, in each case, to such other address as
shall be designated in writing by the respective party to the other parties
hereto.  Unless otherwise expressly
provided herein, all such notices, to be effective, shall be in writing
(including by facsimile), and shall be deemed to have been duly given or made
(a) when delivered by hand or by nationally recognized overnight carrier, (b)
upon receipt after being deposited in the mail, certified mail and postage
prepaid, or (c) in the case of facsimile notice, when sent and electronically
confirmed, addressed as set forth 











above, provided
that any notice (including, without limitation, any instructions or Exclusive
Control Notice) received by Clearing Bank on any Business Day which relates to
the Clearing Account and the services to be provided by Clearing Bank in
connection therewith, as herein prescribed, shall become effective and binding
upon Clearing Bank only on the next succeeding Business Day, anything in this
Agreement to the contrary notwithstanding. Any notice delivered to the Clearing
Bank on a date other than a Business Day shall be considered received on the
next succeeding Business Day.  The
Clearing Bank may rely and shall be protected in acting or refraining from
acting upon any notice (including but not limited to electronically confirmed
facsimiles of such notice) believed by it to be genuine and to have been signed
or presented by the proper party or parties.


10.           Governing
Law.


THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  REGARDLESS OF ANY PROVISION OF ANY PROVISION
IN ANY OTHER AGREEMENT, NEW YORK SHALL BE DEEMED CLEARING BANK’S JURISDICTION
FOR PURPOSES  OF PART 3 OF SECTION 9 OF
THE UCC.  ALL PARTIES HEREBY WAIVE ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THE ACCOUNT
OR THIS AGREEMENT.


11.           Clearing Bank Uncertainty;
Interpleader.


(a)           In the event of any disagreement
between the parties to this Agreement (excluding disagreements between the
Borrower and Agent), or between them or any one of them and any other
person(s), resulting in adverse claims or demands being made in connection with
this Agreement or the Clearing Account, and any interest accrued thereon, or in
the event that Clearing Bank, in good faith, is in doubt as to what action it
should take hereunder (except as aforesaid), the Clearing Bank may, at its
option, refuse to comply with any claims or demands upon it, or refuse to take
any other action hereunder, so long as any such disagreement, claim, demand or
uncertainty continues or exists, and in any such event, Clearing Bank shall not
be or become liable in any way to any person for its failure to act.  Clearing Bank will notify Borrower and Agent
promptly in the event that Clearing Bank refuses to comply with any claims or
demands upon it, or refuses to take any action hereunder.  Notwithstanding anything in this Section
11(a) to the contrary, Clearing Bank shall comply with any Exclusive Control
Notice delivered to it in accordance with the terms of this Agreement.


(b)           Clearing Bank shall be entitled to
continue to so refrain from acting until (i) the right of all parties shall
have been fully and finally adjudicated by a court of competent jurisdiction or
(ii) all differences shall have been adjusted and all doubts resolved by
written agreement among all interested persons and Clearing Bank shall have
been so notified in writing signed by all such persons.  Alternatively, Clearing Bank may, at Borrower’s
expense, resign and deliver the balance of the Clearing Account to a court of
competent jurisdiction, upon which all obligation of Clearing Bank under this
Agreement shall cease and terminate.











12.           Insolvency of Borrower.


The
Borrower is currently a debtor-in-possession in a case pending under Chapter 11
of the United States Bankruptcy Code (the “Case”).  In the event that the Case is converted to a
Chapter 7 filing, or if Clearing Bank is otherwise served with legal process
which Clearing Bank reasonably believes affects funds deposited in the Clearing
Account, Clearing Bank shall have the right to place a hold on funds deposited
in the Clearing Account until such time as Clearing Bank receives an
appropriate court order or assurances reasonably satisfactory to Clearing Bank,
establishing that the funds may continue to be disbursed according to the
instructions contained in the Clearing Account Agreement.


13.           Court Orders. Agent’s
Representations, Warranties and Indemnification.


Nothing
contained in this Agreement shall prevent Clearing Bank from complying with any
legal process or other order of a court affecting funds in the Clearing
Account.  Clearing Bank will notify Agent
promptly after Clearing Bank receives any such legal process or becomes aware
of the issuance of any such order.  If,
notwithstanding the issuance of any such order or legal process, Clearing Bank
continues after such notification to perform its obligations in favor of Agent
pursuant to this Agreement at Agent’s request in a manner inconsistent with
such legal process, Agent agrees to indemnify and hold Clearing Bank harmless
from and against any and all claims, demands, liabilities, actions, causes of
action, actual losses and reasonable, out-of-pocket expenses (including without
limitation, reasonable attorney’s fees, and court costs), both legal and
equitable, incurred or sustained by Clearing Bank that arise from or are
related to such continuing performance by Clearing Bank of its obligations
pursuant to this Agreement.


14.           Severability.


If a
court of competent jurisdiction deems any part of this Agreement to be
unenforceable, the parties agree that only the offending part shall be stricken
and that the remaining parts shall be unaffected.


15.           Independent Contractor.


The
parties agree that, in performing the services under this Agreement, Clearing
Bank will be acting as an independent contractor and not as an employer,
employee, partner or agent of the Agent or Borrower.


16.           Force Majeure.


Clearing Bank
shall not be responsible for actions or omissions caused by events beyond its
control, including without limitation fire, casualty, breakdown in equipment or
failure of telecommunications or data processing services, lockout, strike,
unavoidable accidents, acts of God, riot, war or the issuance or operation of
any adverse governmental law ruling, regulation, order or decree, or an
emergency that prevents Clearing Bank from operating normally.











17.           Compensation.


The Borrower
hereby agrees to pay to the Clearing Bank the Clearing Bank’s usual and
customary service charges and fees with respect to the Clearing Account and all
services performed for the Borrower or the Agent under this Agreement (as such
charges and fees may change from time to time by written notice from the
Clearing Bank to the Borrower and the Agent). 
It is understood and agreed that the Borrower shall be responsible for
payment of these charges and all other reasonable expenses of the Clearing Bank
related to the provision of services under this Agreement.  If there are not sufficient funds in the
Clearing Account to pay these charges and expenses, and the charges are not
paid by the Borrower upon demand of the Clearing Bank, the Agent and the
Lenders shall have the option, but not the obligation, to pay them within fifteen
(15) days of receipt of the Clearing Bank’s written notice to the Agent.











IN
WITNESS WHEREOF, the parties hereto have executed this CLEARING ACCOUNT
AGREEMENT in several counterparts (each of which shall be deemed an original)
as from the date first-above written.


	
  CLEARING BANK:

  	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
  Commerce Bank, N.A.

  	
   

  	
  WELLS FARGO BANK NORTHWEST,

  N.A., as
  Administration Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Todd R. Azar

  	
   

  	
  By:

  	
  /s/ Val T. Orton

  
	
  Name:

  	
   

  	
  Todd R. Azar

  	
   

  	
  Name:

  	
  Val T. Orton

  
	
  Title:

  	
   

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  BORROWER:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SEA CONTAINERS LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Laura Barlow

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Laura Barlow

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Chief Financial Officer