Exhibit 2.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

IN RE:	)	CHAPTER 11
	)
*SEA CONTAINERS LTD., ET AL.,(1)*	)	CASE NO. 06-11156 (KJC)
	)	(JOINTLY ADMINISTERED)
DEBTORS.	)
	)

DEBTORS’ FOURTH AMENDED JOINT PLAN PURSUANT TO CHAPTER 11 OF
THE UNITED STATES BANKRUPTCY CODE

Young Conaway Stargatt & Taylor		Kirkland & Ellis LLP

Robert S. Brady (No. 2847)		David L. Eaton (pro hac vice)
Edmon L. Morton (No. 3856)		David A. Agay (pro hac vice)
Sean T. Greecher (No. 4484)		Paul Wierbicki
The Brandywine Building		Sienna R. Singer
1000 West Street, 17th Floor		AON Center
P.O. Box 391		200 East Randolph Drive
Wilmington, DE 19801		Chicago, IL 60601
Telephone: (302) 571-6600		Telephone: (312) 861-2000

Counsel for the Debtors and the Debtors in Possession

Dated: November 23, 2008

(1) The Debtors in these chapter 11 cases are Sea Containers Caribbean Inc., Sea Containers Ltd., and Sea Containers Services Ltd.

		Page

INTRODUCTION		1

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING
LAW		1
A.	Defined Terms	1
B.	Rules of Interpretation and Computation of Time	26
C.	Reference to Monetary Figures	26

ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS		27
A.	DIP Facility Claim	27
B.	Administrative Claims	27
C.	Priority Tax Claims	27

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS		28
A.	Classification of Claims and Interests	28
B.	Treatment of Classes of Claims and Interests	28
C.	Subordination	31
D.	Treatment of Intercompany Claims	31
E.	Intercompany Interests	32
F.	Special Provisions Governing Unimpaired Claims	32
G.	Discharge of Claims and Interests	32
H.	Acceptance or Rejection of the Plan	33
I.	No Duplication of Claims or Distributions	35

ARTICLE IV. PROVISIONS FOR IMPLEMENTATION OF THE PLAN		35
A.	Corporate Existence	35
B.	Sources of Consideration for Plan Distributions	35
C.	Corporate Governance, Directors and Officers, and Corporate Action	39
D.	Plan Administrator Appointment, Resignation and Reorganized SCL Indemnity Obligations	40
E.	GE SeaCo Definitive Settlement Documents and Pension Schemes Settlement Agreement	42
F.	Resolution of Intercompany Claims	42
G.	Implementation of the Plan in Bermuda and the United Kingdom	42
H.	Litigation and Resolution of Equalization Claim	42
I.	Implementation of the Pension Schemes Settlement Agreement	43
J.	Modification or Amendment of the Pension Schemes Settlement Agreement:	44
K.	Vesting of the Assets On or After the Effective Date	45
L.	Release of Liens, Claims and Equity Interests	45

TABLE OF CONTENTS (cont’d)

M.	Cancellation of Debt and Equity Interests and Related Obligations	45
N.	Employee Benefits	46
O.	Equalization-Related Employee Claim Trust	46
P.	Creation of Professional Fee Escrow Account	49
Q.	Preservation of Rights of Action	49
R.	Exemption from Certain Transfer Taxes	51

ARTICLE V. EQUALIZATION ESCROW ACCOUNT		51
A.	Establishment and Purpose of Equalization Escrow Account	51
B.	Transfer of Assets to the Equalization Escrow Account	51
C.	Appointment of the Equalization Escrow Agent	52
D.	Distributions; Withholding	52
E.	Equalization Escrow Account Expenses	52
F.	Discharge of Liabilities to Holders of Pension Schemes Claims	52
G.	Closing of the Equalization Escrow Account	53

ARTICLE VI. NON-DEBTOR SUBSIDIARY TRUST		53
A.	Establishment and Purpose of the Non-Debtor Subsidiary Trust	53
B.	Transfer of Assets to the Non-Debtor Subsidiary Trust	53
C.	Appointment of the Non-Debtor Subsidiary Trustees	54
D.	Distributions; Withholding	54
E.	Trust Expenses	54
F.	Non-Debtor Subsidiary Indemnification Obligations	54
G.	Limitation on Personal Liability of Non-Debtor Subsidiary Trustees	54
H.	Investment of Trust Funds	55
I.	Termination of the Non-Debtor Subsidiary Trust	55

ARTICLE VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		56
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases	56
B.	Claims Based on Rejection of Executory Contracts or Unexpired Leases	57
C.	Cure of Defaults for Executory Contract and Unexpired Leases Assumed Pursuant to the Plan	57
D.	Reservation of Rights	58

ARTICLE VIII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS		58
A.	Allowance of Claims and Interests	58
B.	Claims and Interests Administration Responsibilities	59
C.	Estimation of Claims and Interests	59
D.	Expungement or Adjustment to Claims Without Objection	59
E.	No Interest	60
F.	Disallowance of Claims or Interests	60
G.	Amendments to Claims	61

TABLE OF CONTENTS (cont’d)

ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS		61
A.	Distributions on Account of Claims and Interests Allowed as of the Effective Date	61
B.	Distributions on Account of Claims Allowed After the Effective Date or Assets Realized After the Effective Date	61
C.	Delivery of Distributions	63
D.	Setoff	67

ARTICLE X. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS		67
A.	Compromise and Settlement of Claims and Controversies	67
B.	Releases by the Debtors	68
C.	Third Party Releases	69
D.	Exculpation	71
E.	Injunction	72
F.	Waiver or Estoppel	72
G.	Special Provision Relating to SCA	72

ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS		73
A.	Professional Claims	73
B.	Other Administrative Claims	74

ARTICLE XII. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN		74
A.	Conditions to Confirmation	74
B.	Conditions Precedent to Consummation	74
C.	Waiver of Conditions Precedent	75
D.	Effect of Non-Occurrence of Conditions to Consummation	75
E.	Satisfaction of Conditions Precedent to Confirmation	76

ARTICLE XIII. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN		76
A.	Modification and Amendments	76
B.	Effect of Confirmation on Modifications	76
C.	Revocation or Withdrawal of Plan	76

ARTICLE XIV. RETENTION OF JURISDICTION		77
A.	Bankruptcy Court	77
B.	No Limitation on Bermuda Court	78
C.	No Limitation on English Court	79
D.	Limitation on Personal Liability for Plan Administrator	79

ARTICLE XV. MISCELLANEOUS PROVISIONS		79
A.	Immediate Binding Effect	79
B.	Additional Documents	79
C.	Payment of Statutory Fees	80

iii

TABLE OF CONTENTS (cont’d)

D.	Dissolution of Committees	80
E.	Reservation of Rights	80
F.	Successors and Assigns	80
G.	Service of Documents	81
H.	Term of Injunctions or Stays	82
I.	Entire Agreement of the Parties	83
J.	Governing Law	83
K.	Exhibits	83
L.	Non-severability of Plan Provisions	83
M.	Conflicts	83

DEBTORS’ JOINT PLAN PURSUANT TO CHAPTER 11 OF
THE UNITED STATES BANKRUPTCY CODE

INTRODUCTION

Sea Containers Ltd., Sea Containers Services Ltd., and Sea Containers Caribbean, Inc. (collectively, the “Debtors”) and Newco (as defined herein) propose the following joint plan (the “Plan”) for the resolution of outstanding creditor claims against, and equity interests in, the Debtors pursuant to title 11 of the United States Code, 11 U.S.C. §§ 101-1532. Capitalized terms used in the Plan and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE I.A. Reference is made to the Disclosure Statement, filed contemporaneously with the Plan, for a discussion of the Debtors’ history, businesses, assets, restructuring, as well as a summary and description of the Plan and certain related matters. The Debtors and Newco are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

Pursuant to section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a Holder of a Claim or Interest until the Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims and Interests. In these Chapter 11 Cases, the Disclosure Statement was approved by the Bankruptcy Court by Order entered on September 22, 2008.

The Plan contemplates the reorganization of Sea Containers, Ltd. (“SCL”), the transfer of the Container Interests to Newco, the issuance of the Newco Repatriation Note to Newco, reflecting a loan from Newco to enable Reorganized SCL to satisfy the balance of the DIP Facility and fund its wind-down costs, and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to section 1121 (a) of the Bankruptcy Code. In general, but subject to the specific provisions set forth in the Plan, the obligations owed to Unsecured Creditors of SCL will be satisfied by the distribution by SCL of Newco Equity, distributed on a Pro Rata basis, and the residual value, if any, in Reorganized SCL, the Equalization-Related Employee Claim Trust, and the Non-Debtor Subsidiary Trust, and existing Interests in SCL will not receive any distribution on account of such Interests, although they will remain outstanding until the dissolution of Reorganized SCL under Bermuda law.

ALL HOLDERS OF CLAIMS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms: As used in the Plan, the capitalized terms below have the following meanings, except as expressly provided or unless the context otherwise requires. Any term used but not defined in the Plan, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.

1. 7⁷/₈% Senior Note Claim: That certain Claim set forth in the Proof of Claim numbered 58 Filed by HSBC Bank USA, N.A.

2. 7⁷/₈% Senior Notes Due 2008: The $149,750,000 77/8% Senior Notes due February 15, 2008, issued by SCL pursuant to that certain Indenture, dated as of February 1, 1998, between SCL and HSBC Bank USA, National Association, as successor trustee, as supplemented by a First Supplemental Indenture dated as of April 15, 1998.

3. 10¹/₂% Senior Note Claim: That certain Claim set forth in the Proof of Claim numbered 60 Filed by HSBC Bank USA, N.A.

4. 10¹/₂% Senior Notes Due 2012: The $103,000,000 101/2% Senior Notes due May 15, 2012, issued by SCL pursuant to that certain Indenture, dated as of May 1, 2004, between SCL and HSBC Bank USA, National Association, as successor trustee.

5. 10³/₄% Senior Note Claim: That certain Claim set forth in the Proof of Claim numbered 59 Filed by HSBC Bank USA, N.A.

6. 10³/₄% Senior Notes Due 2006: The $115,000,000 103/4% Senior Notes due October 15, 2006, issued by SCL pursuant to that certain Indenture, dated as of October 1, 1999, between SCL and HSBC Bank USA, National Association, as successor trustee.

7. 12¹/₂% Senior Note Claim: That certain Claim set forth in the Proof of Claim numbered 61 Filed by HSBC Bank USA, N.A.

8. 12¹/₂% Senior Notes Due 2009: The $ 19,154,000 121/2% Senior Notes due December 1, 2009, issued by SCL pursuant to that certain Indenture, dated as of July 1, 2003, between SCL and HSBC Bank USA, National Association, as successor trustee.

9. 1983 Pension Scheme: The Sea Containers 1983 Pension Scheme.

10. 1983 Pension Scheme Claims: Collectively, those certain Claims set forth in the Proofs of Claim numbered 55, 56, 57, 83, 84, and 85 Filed by the 1983 Pension Scheme Trustees as trustees of the 1983 Pension Scheme.

11. 1983 Pension Scheme Trustees: The trustees for the 1983 Pension Scheme.

12. 1983 Scheme Deed of Compromise: The deed entered into by (among others) the 1983 Pension Scheme Trustees and SCSL under which the 1983 Pension Scheme Trustees have

agreed (subject to satisfaction of the conditions under that deed being satisfied) to compromise the Section 75 Debt of SCSL (among others) for the sum of $1.

13. 1990 Pension Scheme: The Sea Containers 1990 Pension Scheme.

14. 1990 Pension Scheme Claims: Those certain Claims set forth in the Proofs of Claim numbered 73, 74, 75, 136, 137, and 138 Filed by the 1990 Pension Scheme Trustees as trustees of the 1990 Pension Scheme.

15. 1990 Pension Scheme Trustees: The trustees for the 1990 Pension Scheme.

16. Account Instructions: Information provided by Holders of Allowed Unsecured Claims, which must be sufficient to credit any Newco Equity to be issued with respect to each such Holder to such Holder’s account with a direct or indirect participation in such Depository.

17. Accrued Professional Compensation: At any given moment, all accrued fees and expenses (including success fees) for services rendered by all Professionals through and including the Effective Date, to the extent such fees and expenses have not been paid and regardless of whether a fee application has been Filed for such fees and expenses. To the extent there is a Final Order denying some or all of a Professional’s fees or expenses, such denied amounts shall no longer be considered Accrued Professional Compensation.

18. Administrative Claim: A Claim for costs and expenses of administration pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services, and payments for goods and other services and leased premises); (b) compensation for legal, financial advisory, accounting, and other services and reimbursement of expenses Allowed pursuant to sections 328, 330(a), or 331 of the Bankruptcy Code or otherwise for the period commencing on the Petition Date and ending on the Confirmation Date; (c) all fees and charges assessed against the Estates pursuant to chapter 123 of Title 28 United States Code, 28 U.S.C. §§ 1911 through 1930; and (d) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code.

19. Administrative Claim Bar Date: The deadline for filing requests for payment of Administrative Claims, which shall be thirty days after the Effective Date, unless otherwise ordered by the Bankruptcy Court, except with respect to (a) Professional Claims, which shall be subject to the provisions of ARTICLE XI, (b) the Allowed Pension Schemes Administrative Claims and the Equalization Determination Costs, and (c) any and all fees and charges assessed against the Estates pursuant to chapter 123 of Title 28 United States Code, 28 U.S.C. §§ 1911 through 1930.

20. Admitted Non-Plan Third Party Claim: The amount of any Claim by a Non-Plan Third Party Creditor which has been admitted by the Bermuda Scheme Administrator in accordance with the Bermuda Scheme of Arrangement so as to qualify for distributions hereunder.

21. Affiliate: (a) an entity that directly or indirectly owns, controls or holds with power to vote, twenty percent (20%) or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote; (b) a corporation twenty percent (20%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to “ vote, by any of the Debtors, or by an entity that directly or indirectly owns, controls, or holds with power to vote, twenty percent (20%) or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote; (c) a person whose business is operated under a lease or operating agreement by any of the Debtors, or a person substantially all of whose property is operated under an operating agreement with any of the Debtors; or (d) an entity that operates the business or substantially all of the property of any of the Debtors under a lease or operating agreement.

22. Allowed: With respect to Claims: (a) any Claim, proof of which is timely Filed by the applicable Bar Date (or that by the Bankruptcy Code or Final Order is not or shall not be required to be Filed); (b) any Claim that is listed in the Schedules as of the Effective Date as not disputed, not contingent, and not unliquidated, and for which no Proof of Claim has been timely Filed; (c) any Admitted Non-Plan Third Party Claim or (d) any Claim allowed pursuant to the Plan or a Final Order of the Bankruptcy Court; provided, however, that with respect to any Claim described in clauses (a) or (b) above, such Claim shall be considered Allowed only if and to the extent that with respect to any Claim no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court or such an objection is so interposed and the Claim shall have been Allowed for distribution purposes only by a Final Order; provided further, however, that the Claims described in clauses (a), (b) and (c) above shall not include any (i) Claim on account of a right, option, warrant, right to convert, or other right to purchase an Equity Interest and (ii) Interest held by or for the benefit of SCL. Except as otherwise specified in the Plan or a Bankruptcy Court order or with respect to Priority Tax Claims, the amount of an Allowed Claim shall not include interest on such Claim from and after the Petition Date. Any Claim that has been or is hereafter listed in the Schedules as disputed, contingent, or unliquidated, and for which no Proof of Claim has been timely Filed, is not considered Allowed and shall be expunged without further action and without any further notice to or action, order, or approval of the Bankruptcy Court. For the avoidance of doubt, the Pension Schemes Claims shall be deemed allowed in the amounts of the Allowed Pension Schemes Unsecured Claims and the Allowed Pension Schemes Administrative Claims. For the further avoidance of doubt, the Senior Note Claims shall be deemed Allowed in the amounts of the Allowed Senior Note Claims, and the Papenburger Claims shall be deemed Allowed in the amount of the Allowed Papenburger Claims.

23. Allowed 7⁷/₈% Senior Note Claim: $151,715,468.75, consisting of $149,750,000 in principal amount and $1,965,468.75 in unpaid and outstanding interest as of the Petition Date.

24. Allowed 10¹/₂% Senior Note Claim: $107,506,250, consisting of $103,000,000 in principal amount and $4,506,250 in unpaid and outstanding interest as of the Petition Date.

25. Allowed 10³/₄% Senior Note Claim: $121,181,250, consisting of $115,000,000 in principal amount and $6,181,250 in unpaid and outstanding interest as of the Petition Date.

26. Allowed 12¹/₂% Senior Note Claim: $20,051,843.75, consisting of $19,154,000 in principal amount and $897,843.75 in unpaid and outstanding interest as of the Petition Date.

27. Allowed 1983 Administrative Claim: The Allowed Administrative Claim of the 1983 Pension Scheme in the amount of $3,500,000.

28. Allowed 1983 Pension Scheme Unsecured Claim: $153.8 million against SCL, it being understood that the remainder of the 1983 Pension Scheme Claims, other than the Allowed 1983 Administrative Claim, the Allowed Equalization Claim, and the Equalization Determination Costs, shall be extinguished and discharged and expunged from the Claims Register in accordance with the terms of, and subject to satisfaction or waiver of the conditions under, the Pension Schemes Settlement Agreement.

29. Allowed 1990 Administrative Claim: The Allowed Administrative Claim of the 1990 Pension Scheme in the amount of $1,500,000.

30. Allowed 1990 Pension Scheme Unsecured Claims: $40.2 million against SCL, it being understood that the remainder of the 1990 Pension Scheme Claims, other than the Allowed 1990 Administrative Claim, the Allowed Equalization Claim, and the Equalization Determination Costs, shall be extinguished and discharged and expunged from the Claims Register in accordance with the terms of, and subject to satisfaction or waiver of the conditions under, the Pension Schemes Settlement Agreement.

31. Allowed Deephaven Distressed Claim: $1,237,953.46, consisting of $1,225,436.26 in principal amount and $12,517.20 in unpaid and outstanding interest as of the Petition Date.

32. Allowed Deephaven Event Claim: $3,466,269.69, consisting of $3,431,221.53 in principal amount and $35,048.16 in unpaid and outstanding interest as of the Petition Date.

33. Allowed Equalization Claim: Shall have the meaning ascribed to it in the Pension Scheme Settlement Agreement. For the avoidance of doubt, the Allowed Equalization Claim shall be added to and treated as if it were part of the Allowed Pension Schemes Unsecured Claims.

34. Allowed JMB Capital Claim: $4,951,813.84, consisting of $4,901,745.04 in principal amount and $50,068.80 in unpaid and outstanding interest as of the Petition Date.

35. Allowed MA Deep Event Claim: $247,590.69, consisting of $245,087.25 in principal amount and $2,503.44 in unpaid and outstanding interest as of the Petition Date.

36. Allowed Papenburger Claims: Collectively, the Allowed JMB Capital Claim, the Allowed MA Deep Event Claim, the Allowed Deephaven Event Claim, the Allowed Deephaven Distressed Claim, the Allowed SPCP Group Claim, and the Allowed Trilogy Claim, it being understood that the remainder of the Papenburger Claims shall be disallowed, extinguished, discharged, and expunged from the Claims Register.

37. Allowed Pension Schemes Administrative Claims: Collectively, the Allowed 1983 Administrative Claim and the Allowed 1990 Administrative Claim.

38. Allowed Pension Schemes Unsecured Claims: Collectively, the Allowed 1983 Pension Scheme Unsecured Claims and the Allowed 1990 Pension Scheme Unsecured Claim.

39. Allowed Senior Note Claims: Collectively, the Allowed 77/8% Senior Note Claim, the Allowed 10½% Senior Note Claim, the Allowed 10¾% Senior Note Claim, and the Allowed 12½% Senior Note Claim, it being understood that the remainder of the Senior Note Claims shall be disallowed, extinguished, discharged, and expunged from the Claims Register.

40. Allowed SPCP Group Claim: $4,951,813.35, consisting of $4,901,744.55 in principal amount and $50,068.80 in unpaid and outstanding interest as of the Petition Date.

41. Allowed Trilogy Claim: $4,951,813.35, consisting of $4,901,744.55 in principal amount and $50,068.80 in unpaid and outstanding interest as of the Petition Date.

42. Amended and Restated Members’ Agreement: That certain Amended and Restated Members’ Agreement by and among Newco, Quota Holdings, GE Capital Container SRL, and GE Capital Container Two SRL, to be Filed as part of the Plan Supplement.

43. Ballots: The ballots accompanying the Disclosure Statement upon which certain Holders of Impaired Claims entitled to vote shall, among other things, indicate their acceptance or rejection of the Plan (and, for some Classes, the Bermuda Scheme of Arrangement) in accordance with the Plan (and the Bermuda Scheme of Arrangement) and the procedures governing the solicitation process, and which must be actually received on or before the Voting Deadline.

44. Bankruptcy Code: Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended from time to time, including by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.

45. Bankruptcy Court: The United States Bankruptcy Court for the District of Delaware, having jurisdiction over the Chapter 11 Cases and, to the extent of the withdrawal of any reference under section 157 of title 28 of the United States Code and/or the General Order of the District Court pursuant to section 157(a) of title 28 of the United States Code, the United States District Court for the District of Delaware.

46. Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as applicable to the Chapter 11 Cases, promulgated pursuant to 28 U.S.C. §2075 and the general, local, and chambers rules and orders of the Bankruptcy Court.

47. Bar Date: Except as otherwise provided in the Plan or by Bankruptcy Court order, as applicable: (a) July 16, 2007 for all persons and entities other than those subject to the Employee Bar Date; (b) the Employee Bar Date; or (c) such other period of limitation as may be fixed by an order of the Bankruptcy Court for objecting to such Claims.

48. Bar Date Order: Collectively, the Bankruptcy Court order entitled, Order Establishing a Deadline for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof, entered in the Chapter 11 cases on May 18, 2007 [Docket No. 653], as amended by Bankruptcy Court order entitled, Order Amending Order Establishing Deadline for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof, entered on July 16, 2007 [Docket No. 827], and as supplemented by the Bankruptcy Court order entitled, Order (A) Supplementing Amended Order Establishing Deadline for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof, (B) Establishing a Bar Date for Filing Proofs of Claim for Certain Employee Claims and (C) Approving Form and Manner of Notice Thereof, entered on July 10, 2008 [Docket No. 1985].

49. Beneficial Holder: The Entity holding the beneficial interest in a Claim or Interest.

50. Bermuda Court: The Supreme Court of Bermuda, where SCL currently is in provisional liquidation.

51. Bermuda Scheme Administrator: The scheme administrator of the Bermuda Scheme of Arrangement.

52. Bermuda Scheme Administrator Costs: The amounts reasonably required by the Bermuda Scheme Administrator to administer the Bermuda Scheme of Arrangement and to perform its duties thereunder, including any costs, charges, expenses or amounts relating thereto and the Scheme Administrator’s applicable professional rates, as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

53. Bermuda Scheme Claim Form: Any of the claim forms to be completed by or on behalf of a Non-Plan Third Party Creditor (or its authorized agent(s)) detailing its Claim(s) against SCL in connection with the Bermuda Scheme of Arrangement.

54. Bermuda Scheme Creditors: Those Creditors of SCL subject to the Bermuda Scheme of Arrangement.

55. Bermuda Scheme of Arrangement: The creditors’ scheme of arrangement between SCL and its scheme creditors pursuant to section 99 of the Companies Act 1981 of Bermuda.

56. Bermuda Wind Up Proceedings: The winding up proceedings to be initiated by SCL in the Bermuda Court.

57. Business Day: Any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

58. Business Transfer Agreement: That certain agreement transferring the Container Interests from the Debtors, SPC Holdings, and SCA to Newco, which agreement shall be included in the Plan Supplement and will include reasonable covenants relating to: (a) access to books and records retained by SCL and restrictions on destruction of documents prior to offering Newco the opportunity to retain; and (b) cooperation on tax matters.

59. Cash: Legal tender of the United States of America; provided, however, as applicable and where the context requires it, “Cash” shall also mean legal tender of a country other than the U.S. as such currency may be convertible from U.S. currency under ARTICLE IX.C.7 with respect to Claims only.

60. Cash Equivalents: Equivalents of Cash in the form of readily marketable Securities or instruments issued by an Entity, including, without limitation, readily marketable direct obligations of, or obligations guaranteed by, the United States of America, commercial paper of domestic corporations carrying a Moody’s rating of “A2” or better, or equivalent rating of any other nationally recognized rating service, or interest bearing certificates of deposit or other similar obligations of domestic banks or other financial institutions having a shareholders’ equity or capital of not less than one hundred million dollars ($100,000,000) having maturities of not more than one year, at the then best generally available rates of interest for like amounts and like periods.

61. Cause of Action: Any and all claims, causes of actions, crossclaims, counterclaims, third-party claims, indemnity claims, contribution claims, defenses, demands, rights, actions, debts, damages, judgments, remedies, Liens, indemnities, guaranties, suits, obligations, liabilities, accounts, offsets, recoupments, powers, privileges, licenses, and franchises of any kind or character whatsoever, known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, disputed or undisputed, foreseen or unforeseen, direct or indirect, choate or inchoate, whether arising before, on or after the Petition Date, including through the Effective Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. “Causes of Action” shall include: (a) all rights of setoff, counterclaim, or recoupment and claims on contracts or for breaches of duties imposed by law or in equity; (b) the right to object to Claims; (c) all claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code; (e) any state law fraudulent transfer claims; and (f) any claims listed in the Plan Supplement.

62. Certificate: Any instrument evidencing a Claim or an Interest. For the avoidance of doubt, the term “Certificate” does not include a certificate issued under Section 75.

63. Chapter 11 Cases: (a) when used with reference to a particular Debtor, the chapter 11 case pending for that Debtor under chapter 11 of the Bankruptcy Code filed on the Petition Date in the Bankruptcy Court, with case numbers 06-11155, 06-11156, and 06-11157, and (b) when used with reference to all Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.

64. Chassis: The approximately 1,180 wheeled trailers employed for the overland transportation of intermodal chassis, presently titled with the Bureau of Motor Vehicles in the state of Maine, USA owned by SCA.

65. Claim: Any claim against a Debtor as defined in section 101(5) of the Bankruptcy Code.

66. Claims and Solicitation Agent: BMC Group, located at 444 Nash Street, El Segundo, California 90245, (888) 909-0100, retained as the Debtors’ claims and solicitation agent by Bankruptcy Court order dated October 17, 2006, entitled Order Under 28 U.S.C. § 156(c), Rule 2002 (f) of the Federal Rules of Bankruptcy Procedure and Local Rule 2002-1(f) Authorizing the Retention of BMC Group as Claims, Noticing and Balloting Agent to the Debtors and Debtors- in-Possession as of the Petition Date [Docket No. 17], or any successor appointed by the Plan Administrator.

67. Claims Register: The official register of Claims maintained by the Claims and Solicitation Agent.

68. Class: A category of Holders of Claims or Interests as set forth in ARTICLE III hereof pursuant to section 1122(a) of the Bankruptcy Code.

69. Class A Quotas: Those certain Class A quotas in GE SeaCo owned indirectly by SCL through Quota Holdings.

70. Class B Quotas: Those certain Class B quotas in GE SeaCo owned by SCL.

71. Class E Quotas: Those certain Class E quotas in GE SeaCo owned by SCL.

72. CM/ECF: The Bankruptcy Court’s Case Management and Electronic Case Filing system, which can be accessed at https://ecf.deb.uscourts.gov/cgi-bin/login.pl.

73. Common Stock Interests: Interests and Subordinated Securities Claims.

74. Confirmation: The entry of the Confirmation Order on the docket of the Chapter 11 Cases.

75. Confirmation Date: The date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

76. Confirmation Hearing: The hearing held by the Bankruptcy Court on Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from time to time.

77. Confirmation Hearing Notice: The notice approved in the Solicitation Procedures Order that sets forth in detail the voting and objection deadlines with respect to the Plan.

78. Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code upon the satisfaction or waiver of all conditions specified in ARTICLE XII. A hereof.

79. Consummation: The occurrence of the Effective Date.

80. Container Interests: (a) all equity interests in Quota Holdings, which shall be the owner of the Class A Quotas, the Class B Quotas, and the Class E Quotas, (b) all equity interests

in Sea Containers SPC, (c) all equity interests in SeaCo America, which shall be the owner of the Chassis, (d) all benefits, rights, powers, entitlements and remedies under all of the documents governing the Debtors’ interests in shipping containers, including, without limitation, under the GE SeaCo Definitive Settlement Documents, (e) all equity interests in GE SeaCo America, (f) all rights to the name “Sea Containers” to the extent owned or controlled by the Debtors, and any trademarks, patents, copyrights or other intellectual property (including any registrations or applications for such rights) of the Debtors that relate to the Debtors’ marine and land container businesses, and (g) all of the Debtors’ business, properties, assets, goodwill, rights and claims of whatever kind and nature, real or personal, tangible or intangible, known or unknown, actual or contingent and wherever situated, which are used in, held for use by, or related to the Debtors’ marine and land container businesses; for the avoidance of doubt, this subsection (g) does not apply to Intercompany Claims held by the Debtors.

81. Creditor: Any Holder of a Claim.

82. Creditors’ Committees: Collectively, the SCL Creditors’ Committee and the SCSL Creditors’ Committee appointed in the Chapter 11 Cases, and as reconstituted from time to time.

83. Cure: The distribution, in the ordinary course of business as soon as reasonably practicable following the Effective Date, of Cash or such other property as may be ordered by the Bankruptcy Court or agreed upon by the parties, in an amount equal to all unpaid monetary obligations under applicable law or such lesser amount as may be agreed upon by the parties, under an Executory Contract or Unexpired Lease assumed pursuant to section 365 of the Bankruptcy Code, to the extent such obligations are enforceable under the Bankruptcy Code and applicable non-bankruptcy law.

84. Cure Bar Date: The deadline for filing requests for payment of Cure, which shall be the later of: (a) thirty days after the Effective Date or (b) thirty days after the assumption of the applicable Executory Contract or Unexpired Lease, unless otherwise ordered by the Bankruptcy Court or agreed to by the Debtors and the counterparty to the applicable Executory Contract or Unexpired Lease.

85. Cure Claim: A Claim based upon a Debtor’s default on an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors under section 365 of the Bankruptcy Code.

86. Debtor: Each of the following Entities: SCL, SCSL, and SCC, in its individual capacity as a debtor in these Chapter 11 Cases.

87. Debtor Affiliate Schemes of Arrangement: The U.K. scheme(s) of arrangement instituted by one or more of the Affiliates pursuant to ARTICLE IV.I hereof.

88. Debtor Release: Means the release given by the Debtors to the Debtor Releasees as set forth in ARTICLE X.B hereof.

89. Debtor Releasees: Each of: (a) the officers, directors, and employees of the Debtors who served in such capacity from and after the Petition Date; (b) each subsidiary of the Debtors that is a party to the No Objection Letter, and their respective officers, directors, and employees

who served in such capacity from and after the Petition Date in their capacity as such; (c) the attorneys, financial advisors, accountants, investment bankers, investment advisors, actuaries, Professionals, agents, consultants, and other representatives of the Debtors and their subsidiaries, and each of their respective predecessors and successors in interest who served in such capacity from and after the Petition Date in their capacity as such; (d) the JPLs and their attorneys, financial advisors, accountants, investment bankers, investment advisors, actuaries, Professionals, agents, consultants, and other representatives, and each of their respective predecessors and successors in interest who served in such capacity from and after the Petition Date in their capacity as such; (e) the Creditors’ Committees and the current and former members thereof in their individual capacity as Creditors and as members of the Creditors’ Committees; (f) the attorneys, financial advisors, accountants, investment bankers, investment advisors, actuaries, Professionals, agents, consultants, and other representatives of the Creditors’ Committees and the current and former members and professionals thereof in connection with services provided to such parties in their capacity as Creditors or as members of the Creditors’ Committees; (g) the DIP Lenders in their capacity as such; (h) GE SeaCo and the GE Quotaholders, excluding continuing obligations under the Master Transaction Agreement; and (i) the Pension Schemes Trustees.

90. Debtors in Possession: The Debtors, as debtors in possession in the Chapter 11 Cases, pursuant to sections 1107 and 1108 of the Bankruptcy Code.

91. Deephaven Distressed Claim: That certain Claim set forth in the Proof of Claim numbered 20 Filed by Deephaven Distressed Opportunities Trading Ltd.

92. Deephaven Event Claim: That certain Claim set forth in the Proof of Claim numbered 19 Filed by Deephaven Event Trading Ltd.

93. Depository: A securities depository system.

94. DIP Facility: That certain Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Debtors and the DIP Lenders, dated as of July 20, 2007, and approved by the Bankruptcy Court on July 3, 2007 in an order entitled, Order Authorizing SCL to Obtain Postpetition Financing for Working Capital and to Capitalize Certain Subsidiaries [Docket No. 788].

95. DIP Facility Claim: Any Claim on account of the DIP Facility.

96. DIP Lenders: Wells Fargo Bank Northwest, N.A., as administrative agent (in such capacity and including any successors) and as collateral agent (in such capacity and including any successors); Mariner Investment Group Inc. and Dune Capital LP, as co-arrangers (in such capacity and including any successors); and each of the several banks and other financial institutions or entities from time to time party to the DIP Facility (in such capacity).

97. Disclosure Statement: The Disclosure Statement for the Debtors’ Second Amended Joint Plan Under Chapter 11 of the Bankruptcy Code dated September 22, 2008, as amended, supplemented, or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan, that is prepared and distributed in accordance with

sections 1125, 1126(b), and 1145 of the Bankruptcy Code and Bankruptcy Rule 3018, and any other applicable law.

98. Disputed: (a) with respect to any Claim, any Claim on the Claims Register that is not yet Allowed and (b) with respect to any claim by a Non-Plan Third Party Creditor, any claim that is not yet an Admitted Non-Plan Third Party Claim.

99. Disputed Claims Reserve: The portion of the SCL Unsecured Distribution held in reserve in an account established by, and under the control of, the Plan Administrator, to make payments on account of Disputed Claims pursuant to ARTICLE IX.B.3 hereof.

100. Distribution Date: The date occurring as soon as the Reorganized Debtors or Newco determine to be reasonable and practicable after the Effective Date, upon which distributions to Holders of Allowed Claims entitled to receive distributions under the Plan shall commence, but not later than 60 days after the Effective Date, without further Bankruptcy Court order.

101. Distribution Record Date: The date for determining which Holders of Allowed Claims, except Holders of publicly traded Certificates, are eligible to receive distributions hereunder, which shall be (a) ten Business Days prior to the Effective Date or such other date as designated in a Bankruptcy Court order for Allowed Claims that are not Admitted Non-Plan Third Party Claims and (b) the Scheme Bar Date for Admitted Non-Plan Third Party Claims.

102. Effective Date: The date selected by the Debtors that is a Business Day after the Confirmation Date on which: (a) no stay of the Confirmation Order is in effect; and (b) all conditions as specified in ARTICLE XII.B hereof have been satisfied or waived by the applicable Debtor pursuant to ARTICLE XII.C hereof. Unless otherwise specifically provided in the Plan, anything required to be done by or on behalf of the Debtors or the Reorganized Debtors on the Effective Date may be done on the Effective Date or as soon as reasonably practicable thereafter.

103. ELR: The equalization litigation representative, an individual nominated by the SCL Committee, and approved by the Bankruptcy Court, to manage the litigation on behalf of Reorganized SCL in the English Court or other relevant court of competent jurisdiction, as agent of Reorganized SCL, to determine the liability of each Pension Scheme, if any, for the Equalization Claim, subject to direction by the Plan Administrator solely to the extent necessary to exercise its fiduciary duty.

104. ELR Costs: The amounts reasonably required by the ELR to manage and prosecute the litigation of the Equalization Claim and/or the pursuit and execution of any compromise thereof, including any costs, expenses or charges relating thereto and the applicable professional fees and expenses of the ELR and its advisors, which ELR Costs shall not exceed $250,000, to be paid as a Post-Emergence Cost, as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

105. Employee Bar Date: The deadline for filing a Claim for any current or former employee of the Debtors or of any of the Non-Debtor Subsidiaries (other than an Equalization- Related Employee Claim or a Claim arising from any facts that would give rise to an

Equalization-Related Employee Claim), which is August 25, 2008, except as otherwise provided in the Plan or by Bankruptcy Court order.

106. English Court: The High Court of England and Wales.

107. Entity: An entity as defined in section 101(15) of the Bankruptcy Code.

108. Entity Priority Model: The certain financial model prepared by the Debtors as of March 31, 2008, and updated as appropriate, which estimates for the Debtors and certain Non-Debtor Subsidiaries distributions to creditors of such Debtors and Non-Debtor Subsidiaries, utilizing certain assumptions, including the assumption that such Debtors and Non-Debtor Subsidiaries would be simultaneously liquidated in accordance with the local law of a Debtor’s or Non-Debtor Subsidiary’s country of incorporation, as applicable.

109. Equalization Claim: As defined in and pursuant to the terms of the Pension Schemes Settlement Agreement, the additional cost calculated by the Pension Schemes’ Actuary (Mercer) as of November 30, 2007 of providing any benefits to any member of the 1983 Pension Scheme or the 1990 Pension Scheme as a result of the operation of Article 141 of the Treaty of Rome (including costs resulting from the effect of amendments to the Pension Schemes’ benefit structure as determined by the English Court or by agreement of the Pension Schemes, purportedly introduced on or after May 17, 1990 in order to ensure compliance with that Article (the “Article 141 Amendments”) and also including any further amendments made or purportedly made in reliance on the purported effectiveness of or in connection with the Article 141 Amendments) that have not otherwise been taken into account by the Pension Schemes’ Actuary (Mercer) in calculating the Pension Schemes’ total shortfall claims under section 75 of the U.K. Pensions Act 1995.

110. Equalization Claim Reserve: As defined in the Pension Schemes Settlement Agreement, a reserve of consideration, consisting of a Pro Rata share of the SCL Unsecured Distribution, on account of an Equalization Claim against SCL in the amount of $69 million or such other amount to be agreed in connection with the Pension Schemes Settlement Agreement, to be established on the Effective Date for the sole benefit of the Pension Schemes.

111. Equalization Determination Costs: As defined in the Pension Schemes Settlement Agreement, the reasonable costs of each Pension Scheme in determining the liability of each Pension Scheme, if any, for the Equalization Claim, whether by resolution of an English Court of competent jurisdiction, or by agreement between the Pension Schemes and the Debtors, together with the reasonable costs of each representative beneficiary involved in such process, such costs to be assessed, if not agreed, by an English Court of competent jurisdiction on the solicitor and client basis set out in Rule 48.8 of the Civil Procedure Rules of the English Court. The Equalization Determination Costs will be paid in Cash as an Allowed Administrative Claim and/or post-emergence expense from Reorganized SCL in accordance with ARTICLE IV.B.7.

112. Equalization Escrow Account: That certain escrow account to be created on the Effective Date, under and governed by the laws of England and Wales (unless otherwise agreed to by the Pension Schemes Trustees), to hold and administer the Equalization Claim Reserve in accordance with the provisions of the Equalization Escrow Agreement.

113. Equalization Escrow Agent: Mercury Consulting Limited.

114. Equalization Escrow Agent Costs: Amounts reasonably required by the Equalization Escrow Agent to manage, operate, execute or close the Equalization Escrow Account, including any costs, expenses or amounts relating thereto and the Equalization Escrow Agent’s applicable professional rates as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

115. Equalization Escrow Agreement: That certain agreement to be Filed as part of the Plan Supplement that, among other things, establishes and governs the Equalization Escrow Account.

116. Equalization-Related Employee Claim: A claim asserted against the Equalization-Related Employee Claim Trust by Reorganized SCL, Reorganized SCSL or a Non- Debtor Subsidiary that was a Participating Employer in one or both of the Pension Schemes, as applicable, or a liquidator thereof, as a consequence of an equal pay or English law breach of contract claim arising from the actions of any Debtor or Non-Debtor Subsidiary in respect of equalization of the Pension Schemes, by a current or former employee of SCL, SCSL, Reorganized SCL, Reorganized SCSL or Non-Debtor Subsidiary subsequent to the determination by the English Court in relation to the Equalization Claim.

117. Equalization-Related Employee Claim Reserve: Shares of Newco Equity with an aggregate value of approximately $10.5 million, Cash in the amount of approximately £1.82 million, and any residual value in the Equalization Escrow Account after satisfaction of the Allowed Equalization Claim; provided, however, the maximum value of Cash and Newco Equity transferred from the Equalization Escrow Account shall not exceed the amount of Cash and Newco Equity resulting from the Equalization Spillover Calculation.

118. Equalization-Related Employee Claim Trust: That certain trust to be created on the Effective Date to hold and administer the Equalization-Related Employee Claim Reserve and the Equalization-Related Employee Claim Trustee Costs Reserve in accordance with the provisions of the Equalization-Related Employee Claim Trust Deed.

119. Equalization-Related Employee Claim Trust Claimant: A Debtor, Reorganized Debtor, or a Non-Debtor Subsidiary that was a Participating Employer in one or both of the Pension Schemes, as applicable, and any liquidator thereof, that is a holder of an Equalization- Related Employee Claim.

120. Equalization-Related Employee Claim Trust Deed: That certain trust declaration to be Filed as part of the Plan Supplement, if necessary, that, among other things, establishes and governs the Equalization-Related Employee Claim Trust.

121. Equalization-Related Employee Claim Trustee: The trustee of the Equalization- Related Employee Claim Trust, consisting of an Entity (to be established) managed by Andrew Whalley as a director of such Entity.

122. Equalization-Related Employee Claim Trustee Costs: The amounts reasonably required by the Equalization-Related Employee Claim Trustees to manage, operate, execute or

terminate the Equalization-Related Employee Claim Trust, including any costs, expenses or amounts relating thereto and the professional rates of the Equalization-Related Employee Claim Trustees.

123. Equalization-Related Employee Claim Trustee Costs Reserve: A reserve of Cash in an amount to be determined to make payments on account of the Equalization-Related Employee Claim Trustee Costs.

124. Equalization Spillover Calculation: That certain calculation, set forth in section 1.1 of the Equalization Escrow Agreement, that the Equalization Escrow Agent will perform to determine the maximum value of Cash and Newco Equity that will be transferred from the Equalization Escrow Account to the Equalization-Related Employee Claim Trust.

125. Equity Interest: Any share of common stock, preferred stock, other instrument evidencing an ownership interest in any of the Debtors, whether or not transferable, and any option, warrant or right, contractual or otherwise, to acquire any such interest in a Debtor that existed immediately prior to the Effective Date.

126. Estate: As to each Debtor, the bankruptcy estate created for the Debtor by virtue of section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.

127. Exculpated Claim: Any claim or Cause of Action arising on or after the Petition Date based on or relating to, or in any manner arising from, the Chapter 11 Cases, including any act taken or omitted to be taken in connection with, or related to, formulating, negotiating, preparing, disseminating, implementing, administering, Confirming or Consummating the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Plan, including, without limitation, the Pension Schemes Settlement Agreement, the GE SeaCo Framework Agreement and the GE SeaCo Definitive Settlement Documents, or any other postpetition act taken or omitted to be taken in connection with or in contemplation of the Consummation of the Plan.

128. Exculpated Party: Each of: (a) the Debtors; (b) Reorganized SCL; (c) Newco; (d) the Creditors’ Committees and current and former members thereof; (e) the DIP Lenders; (f) the JPLs; (g) the Indenture Trustee (and its predecessors); (h) the Plan Administrator; (i) the Bermuda Scheme Administrator; (j) the scheme administrator of the U.K. Scheme of Arrangement (k) the GE/GE SeaCo Settlement Parties; (1) with respect to each of the foregoing Entities, such Entities’ successors and assigns in their capacity as such; and (m) with respect to each of the foregoing Entities in clauses (a) through (k), such Entities’ current and former officers, directors, members, employees, agents, financial advisors, attorneys, accountants, investment bankers, investment advisors, managed funds, actuaries, consultants, representatives, and other Professionals, in each case in their capacity as such and, for clarity, not in other capacities.

129. Executory Contract: A contract to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

130. Exit Facility: The credit facility or facilities documenting loans to be entered into by Newco and the Exit Facility Lenders on the Effective Date.

131. Exit Facility Lenders: Fortis Bank (Nederland) N.V. and DVB Bank S.E., or such other lenders as may be approved by the Bankruptcy Court.

132. File: To file with the Bankruptcy Court in the Chapter 11 Cases, or in the case of Proofs of Claim, to file with the Claims and Solicitation Agent.

133. Final Decree: The decree contemplated under Bankruptcy Rule 3022.

134. Final Order: As applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be Filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought.

135. GE Quotaholders: GE Capital Container SRL and GE Capital Container Two SRL.

136. GE SeaCo: GE SeaCo SRL, a society with restricted liability organized under the laws of Barbados.

137. GE SeaCo America: GE SeaCo America LLC, a Delaware limited liability company.

138. GE SeaCo Definitive Settlement Documents: Those certain agreements and other definitive documents to be executed in connection with the GE SeaCo Framework Agreement and Filed with the Plan Supplement, including, without limitation, the Master Transaction Agreement, the Amended and Restated Members’ Agreement, the Registration Rights Agreement, the Mutual Release Agreement, the Newco Amended and Restated Equipment Management Agreement, the Genstar Amended and Restated Equipment Management Agreement, the Newco Master Lease Agreement Termination Agreement, and the Genstar Master Lease Agreement Termination Agreement.

139. GE SeaCo Framework Agreement: That certain agreement dated as of April 25, 2008 between SCL, for itself and its subsidiaries, and General Electric Capital Corporation, for itself and its subsidiaries, including, without limitation, Genstar Container Corporation and the GE Quotaholders, and approved by the Bankruptcy Court on June 4, 2008.

140. GE SeaCo Settlement Closing: Shall have the meaning ascribed to it in the Master Transaction Agreement.

141. GECC: General Electric Capital Corporation, a corporation organized under the laws of Delaware.

142. Genstar Amended and Restated Equipment Management Agreement: That certain Amended and Restated Equipment Management Agreement by and between GE SeaCo and Genstar Container Corporation, to be Filed as part of the Plan Supplement.

143. Genstar Master Lease Agreement Termination Agreement: That certain Termination Agreement by and between Genstar Container Corporation and GE SeaCo, to be Filed as part of the Plan Supplement.

144. GE/GE SeaCo Settlement Parties: Each of the GECC Parties and the GE SeaCo Parties, as such terms are defined in the Mutual Release Agreement.

145. Holder: An Entity holding a Claim or Interest, as applicable.

146. Impaired: With respect to any Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

147. Impaired Claim: A Claim classified in an Impaired Class.

148. Indemnification Obligation: A Debtor’s obligation under an Executory Contract or otherwise to indemnify directors, officers, employees, or consultants of the Debtors who served in such capacity from and after the Petition Date, with respect to acts or omissions that occurred on or after the Petition Date, pursuant to and to the maximum extent provided by the Debtors’ respective articles of incorporation, certificates of formation, bylaws, similar corporate documents, and applicable law, as in effect as of the Effective Date.

149. Indenture Trustee: HSBC Bank USA, National Association and its predecessors, or any successors thereto, in their capacity as the indenture trustee for the: (a) 7⁷/₈% Notes Due 2008; (b) 10½% Notes Due 2012; (c) 103/4% Notes Due 2006; and (d) 12½% Notes Due 2009.

150. Indenture Trustee Charging Lien: Any Lien against distributions to be made to Holders of Senior Notes for payment or other priority in payment to which the Indenture Trustee is entitled pursuant to the Indentures.

151. Indentures: Collectively, (a) the Indenture, dated as of February 1, 1998, by and between SCL and United States Trust Company of New York, pursuant to which SCL’s 7⁷/₈% Notes Due 2008 were issued, (b) the Indenture, dated as of May 1, 2004, by and between SCL and The Bank of New York, pursuant to which SCL’s 10½% Notes Due 2012 were issued, (c) the Indenture, dated as of October 1, 1999, by and between SCL and the United States Trust Company of New York, pursuant to which SCL’s 10³/₄% Notes Due 2006 were issued; and (d) the Indenture, dated as of July 1, 2003, by and between SCL and The Bank of New York, pursuant to which SCL’s 12½% Notes Due 2009 were issued.

152. Insider: As defined in section 101(31) of the Bankruptcy Code.

153. Intercompany Claim: A claim by a Debtor against another Debtor or Affiliate of the Debtors or a Claim by an Affiliate of the Debtors against a Debtor or an Affiliate of the Debtors, including, without limitation, the Services Claim.

154. Intercompany Interest: An interest in a Debtor or an Affiliate of the Debtors held by a Debtor or an Interest in a Debtor held by an Affiliate of the Debtors, or an interest in an Affiliate of a Debtor held by an Affiliate of a Debtor.

155. Interest: Any Equity Interest in any Debtor including all issued, unissued, authorized, or outstanding shares of stock or other equity security together with any warrants, options, or contractual rights to purchase or acquire such equity interests at any time and all rights arising with respect thereto.

156. Interim Compensation Order: The order entitled Revised Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to 11 U.S.C. §§ 105(a) and 331, entered by the Bankruptcy Court on January 31, 2007 [Docket No. 310], allowing Estate Professionals to seek interim compensation in accordance with the compensation procedures approved therein, as may have been modified by a Bankruptcy Court order approving the retention of the Professionals.

157. JMB Capital Claim: That certain Claim set forth in the Proof of Claim numbered 11 Filed by JMB Capital Partners LP.

158. JPL and Liquidator Costs: The amounts reasonably required by the JPLs and/or liquidators to complete the orderly winding up and liquidation or exit from provisional liquidation of Reorganized SCL, including both incurred and estimated costs relating to the Bermuda Wind Up Proceedings, including, without limitation, the fees and expenses of the JPLs and/or liquidators and their advisors, as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

159. JPLs: John C. McKenna and Gareth H. Hughes, in their capacity as the joint provisional liquidators of SCL in its liquidation in the Bermuda Court.

160. Lien: As defined in section 101(37) of the Bankruptcy Code.

161. MA Deep Event Claim: That certain Claim set forth in the Proof of Claim numbered 18 Filed by MA Deep Event Ltd.

162. Master Transaction Agreement: That certain Master Transaction Agreement by and among GE SeaCo, GE SeaCo America, SCL, SCSL, Quota Holdings, Sea Containers SPC, Sea Containers America, Inc., General Electric Capital Corporation, Genstar Container Corporation, GE Capital Container SRL, and GE Capital Container Two SRL, to be Filed as part of the Plan Supplement.

163. Mutual Release Agreement: That certain Mutual Release Agreement by and among GE SeaCo, GE SeaCo America, General Electric Capital Corporation, Genstar Container Corporation, GE Capital Container SRL, GE Capital Container Two SRL, SCL, Newco, Quota Holdings, SCSL, Sea Containers SPC, and Sea Containers America, Inc, to be Filed as part of the Plan Supplement.

164. Newco: SeaCo Ltd., SeaCo Finance Ltd. or such other Entity or Entities designated by SeaCo Ltd. as may be necessary or advisable to implement the terms of the Plan.

165. Newco Amended and Restated Equipment Management Agreement: That certain Amended and Restated Equipment Management Agreement by and among GE SeaCo and Newco.

166. Newco Board Committee: A special committee of the board of directors of Newco consisting of two directors of Newco, one appointed by the SCL Committee and one appointed by the SCSL Committee.

167. Newco Equity: Ownership interests in Newco, comprised of approximately 740 million common shares, par value $.01 per share.

168. Newco Master Lease Agreement Termination Agreement: That certain Termination Agreement by and among Sea Containers SPC, SCL, and GE SeaCo, to be Filed as part of the Plan Supplement.

169. Newco Repatriation Note: That certain secured promissory note issued by Reorganized SCL to Newco payable by Reorganized SCL from the proceeds of Intercompany Claims by Reorganized SCL and Intercompany Interests held by Reorganized SCL and other property of the Debtors’ Estates.

170. No Objection Letter: That certain letter agreement by and between SCL and certain Non-Debtor Subsidiaries documenting their agreement relating to the Plan, the Bermuda Scheme of Arrangement and the restructuring transactions contemplated therein, and Filed as an Exhibit to the Disclosure Statement.

171. Non-Container Interests: (a) all personal and real assets of SCL, other than the Container Interests, including, without limitation, Cash and Cash Equivalents, (b) Reorganized SCL’s reversionary interests in Cash in the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust, (c) Reorganized SCL’s Intercompany Claims against, and Intercompany Interests in, SCSL, SCC and the Non-Debtor Subsidiaries, and (d) any Causes of Action that vest in the Reorganized Debtors in accordance with ARTICLE IV.K.

172. Non-Debtor Subsidiaries: The direct or indirect subsidiaries of SCL other than SCSL or SCC.

173. Non-Debtor Subsidiary Reserve: Shares of Newco Equity with an aggregate value of approximately $3 million and Cash in the amount of approximately $6 million held in reserve, as calculated under the Entity Priority Model, to satisfy known third-party creditors of certain Non-Debtor Subsidiaries who have direct or indirect Intercompany Claims against SCL; provided, however, the value held in the Non-Debtor Subsidiary Reserve is subject to increase or decrease, upon notice to the Creditors’ Committees, to the extent that certain Non-Debtor Subsidiaries notify the Debtors of new Non-Debtor Subsidiary Third Party Claims, or to the extent that Non-Debtor Subsidiary Third Party Claims are otherwise satisfied or resolved, respectively.

174. Non-Debtor Subsidiary Third Party Claim: Each claim by certain creditors of the Non-Debtor Subsidiaries against such Non-Debtor Subsidiaries asserted prior to November 30, 2008, including claims that are currently known.

175. Non-Debtor Subsidiary Trust: That certain trust to be created on the Effective Date to hold and administer the Non-Debtor Subsidiary Reserve and the Non-Debtor Subsidiary Trustee Costs Reserve in accordance with the provisions of the Non-Debtor Subsidiary Trust Deed.

176. Non-Debtor Subsidiary Trust Claimants: Those certain Non-Debtor Subsidiaries, and any liquidators thereof, for the benefit of Holders of Non-Debtor Subsidiary Third Party Claims.

177. Non-Debtor Subsidiary Trust Deed: That certain trust declaration to be Filed as part of the Plan Supplement that, among other things, establishes and governs the Non-Debtor Subsidiary Trust.

178. Non-Debtor Subsidiary Trustee: The trustee of the Non-Debtor Subsidiary Trust, consisting of an Entity (to be established) managed by Andrew Whalley as a director of such Entity, and any successor trustee as approved by order of the Bermuda Court.

179. Non-Debtor Subsidiary Trustee Costs: Amounts reasonably required by the Non-Debtor Subsidiary Trustees to manage, operate, execute or terminate the Non-Debtor Subsidiary Trust, including any costs, charges, expenses or amounts relating thereto and the Non-Debtor Subsidiary Trustees’ applicable professional rates.

180. Non-Debtor Subsidiary Trustee Costs Reserve: A reserve of Cash in an amount to be determined to make payments on account of the Non-Debtor Subsidiary Trustee Costs.

181. Non-Plan Third Party Claim: A Claim of a Non-Plan Third Party Creditor.

182. Non-Plan Third Party Creditor: A Creditor of SCL who did not file a Proof of Claim in the Chapter 11 Cases prior to the Bar Date (but not including any present or former employees of any Debtor or Non-Debtor Subsidiary who now or in the future may assert an Equalization-Related Employee Claim against SCL), and whose failure to do so was not the result of willful default or lack of reasonable diligence, or as otherwise ordered by the Bermuda Court, and who may be paid by the Plan Administrator from the SCL Unsecured Distribution.

183. Notice of Confirmation: That certain notice pursuant to Bankruptcy Rule 3020(c)(2) notifying Holders of Claims and Interests and parties in interest that the Bankruptcy Court has confirmed the Plan.

184. Notice of Effective Date: That certain notice notifying Holders of Claims and Interests and parties in interest that the Effective Date has occurred.

185. Other Priority Claim: Any Claim accorded priority in right of payment pursuant to section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Claim.

186. Other Secured Claim: Any secured Claim against a Debtor, other than a DIP Facility Claim.

187. Other Unsecured Claim: Any Unsecured Claim that is not an Allowed Pension Scheme Unsecured Claim, an Equalization Claim, an Equalization-Related Employee Claim, or a Subordinated Securities Claim; for the avoidance of doubt, Other Unsecured Claims include the Allowed Senior Note Claims and the Allowed Papenburger Claims.

188. Papenburger Claims: Collectively, the JMB Capital Claim, the MA Deep Event Claim, the Deephaven Event Claim, the Deephaven Distressed Claim, the SPCP Group Claim and the Trilogy Claim.

189. Participating Employer: A Person who is a participating or principal employer in one or more of the Pension Schemes.

190. PBGC: The Pension Benefit Guaranty Corporation.

191. Pension Protection Fund: The United Kingdom statutory body corporate established under section 107 of the U.K. Pensions Act 2004 and called the Board of the Pension Protection Fund.

192. Pension Schemes: Collectively, the 1983 Pension Scheme and the 1990 Pension Scheme.

193. Pension Schemes Claims: Collectively, the 1983 Pension Scheme Claims and the 1990 Pension Scheme Claims.

194. Pension Schemes Settlement Agreement: (a) That certain Settlement Agreement Resolving Claims of the Pension Schemes dated as of September 19, 2008 among Sea Containers Ltd., Sea Containers Services Limited, and Sea Containers Caribbean, Inc., the Trustees of the Sea Containers 1983 Pension Scheme and the Trustees of the Sea Containers 1990 Pension Scheme, and the Official Committee of Unsecured Creditors of Sea Containers Services Limited, approved by the Bankruptcy Court on September 19, 2008 [Docket No. 2185], and attached as Exhibit A hereto, (b) the Stipulation in Aid of Pension Schemes Settlement Agreement with Related Technical Amendments dated as of October 28, 2008, approved by the Bankruptcy Court on November 18, 2008 [Docket No. 2373], or (c) any modifications or amendments of (a) in accordance with ARTICLE IV. J hereof.

195. Pension Schemes Trustees: Collectively, the 1983 Pension Scheme Trustees and the 1990 Pension Scheme Trustees.

196. Periodic Distribution Date: (a) The Distribution Date, as to the first distribution made by the Plan Administrator and (b) thereafter, (i) the first Business Day that is as soon as reasonably practicable occurring approximately ninety (90) days after the Distribution Date and (ii) subsequently, the first Business Day that is as soon as reasonably practicable occurring approximately ninety (90) days after the immediately preceding Periodic Distribution Date. If the authorized distributions have an aggregate economic value less than $500,000.00 on any Periodic Distribution Date, then the Plan Administrator shall delay distribution until the Plan Administrator can make a distribution of at least $500,000.00 in aggregate economic value and the date on which the distribution occurs shall be deemed the Periodic Distribution Date for purposes of calculating the next distribution; provided, however, that the Plan Administrator, in

its sole discretion, may make a distribution of less than $500,000.00 in aggregate economic value to facilitate settlement of any Claim.

197. Person: A person as defined in section 101(41) of the Bankruptcy Code.

198. Petition Date: October 15, 2006.

199. Plan: This joint plan for the Debtors pursuant to chapter 11 of the Bankruptcy Code, together with the Plan Supplement, either in its present form or as it may be altered, amended, modified, or supplemented from time to time in accordance with the terms of the Plan, the Bankruptcy Code, and the Bankruptcy Rules.

200. Plan Administrator: AlixPartners, LLP, a Delaware limited liability partnership, or such other qualified Person in its or their capacity as such. At all times herein, the Plan Administrator shall be acting as agent of the Debtors or the Reorganized Debtors as applicable and appropriate.

201. Plan Administrator Costs: The amounts reasonably required by the Plan Administrator to implement the Plan, including any costs, expenses or charges relating thereto and the applicable professional fees and expenses of the Plan Administrator and its advisors, to be paid by Reorganized SCL.

202. Plan Supplement: The compilation of documents and forms of documents, schedules, and exhibits to the Plan to be Filed no later than fifteen days prior to the Voting Deadline, as amended, supplemented or modified from time to time in accordance with the terms hereof and the Bankruptcy Code and the Bankruptcy Rules, comprising, without limitation, the following documents: (a) constitutional and organizational documents for Newco; (b) to the extent known, the identity of the members of the board of directors and officers of Newco and the nature of any compensation for any member of the board or any officer who is an Insider; (c) the U.K. Scheme of Arrangement; (d) the GE SeaCo Definitive Settlement Documents; (e) the list of Executory Contracts and Unexpired Leases to be assumed; (f) the list of Executory Contracts and Unexpired Leases to be rejected; (g) the list of Causes of Action to be transferred to Newco; (h) the list of Causes of Action to be retained by the Reorganized Debtors; (i) the Equalization Escrow Agreement; (j) the Non-Debtor Subsidiary Trust Deed; (k) if applicable, the Equalization-Related Employee Claim Trust Deed; (1) the No Objection Letter; (m) a letter agreement containing the procedures necessary to ensure that each of the Pension Schemes is eligible to enter the Pension Protection Fund; (n) the agreement relating to the retention of the Plan Administrator; and (o) other documents to be supplemented by the Debtors as necessary.

203. Post-Emergence Costs: Collectively, the JPL and Liquidator Costs, the ELR Costs, the Equalization Determination Costs (to the extent incurred after the Effective Date), the Equalization Escrow Agent Costs, the Plan Administrator Costs, the Scheme Adjudicator Costs, the Bermuda Scheme Administrator Costs, any fees and expenses of Professionals in the Chapter 11 Cases that exceed the Professional Fee Reserve Amount, and any costs, expenses or charges of Reorganized SCL or Reorganized SCSL related to equalization of the Pension Schemes.

204. Priority Tax Claim: Any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

205. Pro Rata: The proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class, or the proportion that Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan.

206. Professional: An Entity: (a) employed pursuant to a Bankruptcy Court order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, and 331 of the Bankruptcy Code or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

207. Professional Fee Escrow Account: An interest-bearing account in an amount equal to the Professional Fee Reserve Amount funded and maintained by the Plan Administrator on and after the Effective Date solely for the purpose of paying all Allowed and unpaid fees and expenses of Professionals in the Chapter 11 Cases.

208. Professional Fee Reserve Amount: Accrued Professional Compensation through the Effective Date as estimated by the Professionals in accordance with ARTICLE XI.A.4.

209. Proof of Claim: A proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

210. Quota Holdings: Quota Holdings, Ltd., a Bermuda exempted company and a subsidiary of SCL.

211. Registration Rights Agreement: That certain Registration Rights Agreement by and among GE SeaCo, Newco, GE Capital Container SRL, and GE Capital Container Two SRL, to be Filed as part of the Plan Supplement.

212. Reinstated: (a) Leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Holder of such Claim or Interest so as to leave such Claim Unimpaired or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of a Claim or Interest to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default: (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a kind that section 365(b)(2) of the Bankruptcy Code expressly does not require to be cured; (ii) reinstating the maturity (to the extent such maturity has not otherwise accrued by the passage of time) of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim or Interest for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if such Claim or Interest arises from a failure to perform a nonmonetary obligation other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(l)(A) of the Bankruptcy Code, compensating the Holder of such Claim or Interest (other than the Debtor or an Insider) for any actual pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Holder.

213. Releasing Party: Each of: (a) the Creditors’ Committees and the current and former members thereof; (b) the DIP Lenders; (c) the GE/GE SeaCo Settlement Parties; (d) the Pension Schemes Trustees; and (e) each Holder of a Claim voting to accept the Plan (each of the foregoing being in its individual capacity as such); provided, however, that the Releasing Parties shall not include (i) Holders of Claims voting to reject the Plan or Holders of Claims who check the box on the applicable Ballot indicating that they opt not to grant the releases provided in the Plan, or (ii) the GE/GE SeaCo Settlement Parties or the Pension Schemes Trustees solely to the extent expressly set forth in ARTICLE X.C hereof.

214. Reorganized. When used with reference to any Debtor, such Debtor or any successor thereto, by amalgamation, consolidation or otherwise, on or after the Effective Date.

215. SCA: Sea Containers America, Inc., a Delaware corporation.

216. SCA Pension Plan: The Sea Containers America Pension Plan.

217. SCC: Sea Containers Caribbean, Inc., a Delaware corporation.

218. Schedules: Collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statement of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial conformance with the official bankruptcy forms, as the same may have been amended, modified or supplemented from time to time, and the Bankruptcy Rules.

219. Scheme Adjudicator: The individual identified in or selected pursuant to the Bermuda Scheme of Arrangement to resolve disputes between the Bermuda Scheme Administrator and any Non-Plan Third Party Creditor regarding a claim asserted in the Bermuda Scheme of Arrangement by such Non-Plan Third Party Creditor.

220. Scheme Adjudicator Costs: The amounts reasonably required by the Scheme Adjudicator to fulfill its duties under the Bermuda Scheme of Arrangement, as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

221. SCL: Sea Containers Ltd., a Bermuda exempted company.

222. SCL Creditors’ Committee: The Official Committee of Unsecured Creditors of SCL appointed by the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, and as reconstituted from time to time.

223. SCL Unsecured Distribution: (a) The shares of Newco Equity to be issued pursuant to the Plan and the Bermuda Scheme of Arrangement, (b) Cash remaining after satisfaction of the Newco Repatriation Note, if any, and (c) $2,200,000 in Cash; provided, however, that such SCL Unsecured Distribution shall not include the Newco Equity and Cash reserved for the Equalization-Related Employee Claim Reserve, Non-Debtor Subsidiary Reserve or the SCSL Unsecured Distribution; provided further that the SCL Unsecured Distribution shall include (i) Cash, if any, that reverts to Reorganized SCL upon termination of the Equalization- Related Employee Claim Trust and the Non-Debtor Subsidiary Trust; (ii) any unclaimed distributions of Cash to Holders of Other Unsecured Claims against SCSL, (iii) net Cash, if any,

that reverts to Reorganized SCL from the repatriation of cash, liquidation or similar processes of each of the Non-Debtor Subsidiaries; and (iv) any proceeds recovered as a result of the Plan Administrator’s pursuit of Causes of Action relating to, arising from, or on account of the Non-Container Interests.

224. SCSL: Sea Containers Services Limited, an English company.

225. SCSL Creditors’ Committee: The Official Committee of Unsecured Creditors of SCSL appointed by the United States Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, and as reconstituted from time to time.

226. SCSL Unsecured Distribution: Approximately $300,000 in Cash and shares of Newco Equity with an approximate value of $1.2 million to be distributed to Holders of SCSL Other Unsecured Claims.

227. Sea Containers SPC: Sea Containers SPC, Ltd., a Bermuda company and a subsidiary of SCL.

228. SeaCo America: SeaCo America, Inc., a Delaware corporation.

229. Section 75: Section 75 of the U.K. Pensions Act 1995 (and regulations made thereunder).

230. Section 75 Debt: A debt which is or may become due from an employer to one or more of the Pension Schemes under Section 75.

231. Secured: When referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to sections 506(a) or (b) of the Bankruptcy Code to be Allowed pursuant to the Plan as a Secured Claim.

232. Securities Act: The Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as amended, or any similar federal, state, or local law.

233. Security: As defined in section 2(a)(l) of the Securities Act.

234. Senior Note Claims: Collectively, the 7⁷/₈% Senior Note Claim, the 10½% Senior Note Claim, the 10¾% Senior Note Claim, and the 12½% Senior Note Claim.

235. Senior Notes: Collectively, the (a) 7⁷/₈% Notes Due 2008; (b) 10½% Notes Due 2012; (c) 10¾% Notes Due 2006; and (d) 12½% Notes Due 2009.

236. Servicer: The Indenture Trustee, any agent, servicer, or other authorized representative of Holders of Claims or Interests recognized by the Debtors.

237. Services Agreement: That certain Services Agreement dated as of August 18, 1989 between SCL and SCSL.

238. Services Claim: That certain Intercompany Claim of SCSL against SCL arising under the Services Agreement.

239. Solicitation Procedures Order: The order entitled Order Approving Adequacy of Disclosure Statement, Solicitation Materials, and Relief Related Thereto entered by the Bankruptcy Court on September 22, 2008, approving certain solicitation procedures for solicitation of votes on the Plan [Docket No. 2195].

240. SPC Holdings: SPC Holdings Ltd., a Bermuda exempted company, and the parent company of Sea Containers SPC.

241. SPCP Group Claim: That certain Claim set forth in the Proof of Claim numbered 153 Filed by SPCP Group, L.L.C.

242. Subordinated Securities Claim: Any Claim of the type described in, and subject to subordination pursuant to section 510(b) of the Bankruptcy Code, including any and all Claims whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or hereafter arising, arising from rescission of a purchase or sale of a Security of the Debtors or an Affiliate of the Debtors (including, without limitation, interests or securities to be issued, offered, purchased, or sold in connection with or pursuant to the Plan), or for damages arising from the purchase, sale, or holding of such securities, or for reimbursement, indemnification, or contribution allowed pursuant to section 502 of the Bankruptcy Code on account of such a Claim.

243. Third Party Release: The release provision set forth in ARTICLE X.C hereof.

244. Trilogy Claim: That certain Claim set forth in the Proof of Claim numbered 129 Filed by Trilogy Portfolio Company LLC.

245. U.K. Scheme of Arrangement: The creditors’ scheme of arrangement submitted by SCSL.

246. Unclaimed Distribution: Any distribution under the Plan on account of an Allowed Claim or Interest to a Holder that has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Plan Administrator of an intent to accept a particular distribution; (c) responded to the Debtors’ or the Plan Administrator’s requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.

247. Unexpired Lease: A lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

248. Unimpaired: With respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

249. Unsecured Claim: Any Claim against any of the Debtors that is not a/an: (a) Secured Claim, (b) Administrative Claim, (c) Priority Tax Claim, (d) DIP Facility Claim, (e) Other Secured Claim, (f) Other Priority Claim; or (g) Intercompany Claim.

250. Voting Deadline: November 10, 2008.

251. Voting Record Date: August 15, 2008.

B. Rules of Interpretation and Computation of Time:

1. Rules of Interpretation: For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (d) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (f) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (g) the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (h) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (j) unless otherwise set forth in the Plan, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; provided, however, the rule of construction set forth in section 102(5) of the Bankruptcy Code shall not apply; (k) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (l) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; and (m) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, as applicable to the Chapter 11 Cases, unless otherwise stated.

2. Computation of Time. In computing any period of time prescribed or allowed hereby, the provisions of Bankruptcy Rule 9006(a) shall apply.

C. Reference to Monetary Figures: All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.

ARTICLE II.
ADMINISTRATIVE AND PRIORITY TAX CLAIMS

In accordance with section 1123(a)(l) of the Bankruptcy Code, DIP Facility Claims, Administrative Claims and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims and Interests set forth in ARTICLE III.

A. DIP Facility Claim: In full satisfaction, settlement, release, and discharge of and in exchange for the Allowed DIP Facility Claim, on the Effective Date, the DIP Facility Claim shall be paid in full in Cash by SCL with proceeds of the Exit Facility.

B. Administrative Claims: Subject to the provisions of sections 328, 330(a), and 331 of the Bankruptcy Code, in full satisfaction, settlement, release, and discharge of and in exchange for each Allowed Administrative Claim, including the Equalization Determination Costs (to the extent incurred prior to the Effective Date), each Holder thereof shall be paid the full unpaid amount of such Claim in Cash in accordance with the terms of the applicable contract, if any, (1) on or as soon as reasonably practicable after the Effective Date, (2) if such Claim is Allowed after the Effective Date, on or as soon as reasonably practicable after the date such Claim is Allowed, or (3) upon such other terms as may be agreed upon by the Debtors and such Holder or otherwise upon an order of the Bankruptcy Court; provided, however, that the Allowed Pension Schemes Administrative Claims shall not be treated as set forth above. With respect to the Allowed Pension Schemes Administrative Claims, the unpaid portion, if any, of the Allowed Pension Schemes Administrative Claims shall be paid within three Business Days of receipt of court approval of the Pension Schemes Settlement Agreement.

Bar Date for Administrative Claims: Except as otherwise provided in ARTICLE XI hereof with respect to Professional Claims, and except as otherwise provided with respect to the Allowed Pension Schemes Administrative Claims and the Equalization Determination Costs (to the extent incurred prior to the Effective Date), unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Plan Administrator pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claim Bar Date. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not File and serve such a request by the applicable Bar Date shall be forever barred, estopped and enjoined from asserting such Administrative Claims against the Debtors or Newco or their estates and property and such Administrative Claims shall be deemed discharged as of the Effective Date. As of the Effective Date, all such Claims shall be subject to the permanent injunction set forth in ARTICLE X.E hereof. Objections to such requests must be Filed and served on the Reorganized Debtors, Newco and the requesting party by the later of (a) 180 days after the Effective Date and (b) 90 days after the Filing of the applicable request for payment of Administrative Claims, if applicable.

C. Priority Tax Claims: In full satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder thereof shall be paid (i) in full in Cash on the Distribution Date or (ii) Cash or Cash Equivalents in an amount agreed to by the Debtors or the Plan Administrator, as applicable, and such Holder; provided, however, that such parties may further agree for the payment of such Allowed Priority Tax Claim at a later date.

ARTICLE III.
CLASSIFICATION AND TREATMENT
OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests: All Claims and Interests, except DIP Facility Claims, Administrative Claims, and Priority Tax Claims, are classified as listed below. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in a different Class to the extent that any portion of the Claim or Interest qualifies within the description of such different Class. A Claim or Interest is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

1. Class Identification: Below is a chart assigning each Class a letter and a number for purposes of identifying each separate Class:

Class	Claim or Interest Type	Status	Voting Rights
1	Other Secured Claims	Unimpaired	Deemed to Accept
2A	SCL Other Priority Claims	Unimpaired	Deemed to Accept
2B	SCL Other Unsecured Claims	Impaired	Entitled to Vote
2C	SCL Pension Schemes Claims	Impaired	Entitled to Vote
3A	SCSL Other Unsecured Claims	Impaired	Entitled to Vote
3B	SCSL Pension Schemes Claims	Impaired	Entitled to Vote
4A	SCC Pension Schemes Claims	Impaired	Entitled to Vote
4B	SCC Interests	Unimpaired	Deemed to Accept
4C	SCC PBGC Claims	Unimpaired	Deemed to Accept
5	SCL Common Stock Interests	Impaired	Deemed to Reject

B. Treatment of Classes of Claims and Interests: To the extent a Class contains Allowed Claims with respect to a particular Debtor, the treatment provided to each Class for distribution purposes is specified below.

1. Class 1—Other Secured Claims:

a. Classification: Class 1 consists of all Other Secured Claims.

b. Treatment: The legal, equitable and contractual rights of the Holders of Allowed Class 1 Other Secured Claims are unaltered by the Plan. Unless otherwise agreed to by the Holders of the Allowed Class 1 Other Secured Claims and the Debtors, in full satisfaction, settlement, release, and discharge of and in exchange for the Allowed Secured Claim in Class 1, each Holder thereof shall be: (i)paid in full in Cash; (ii) satisfied in full by a return to such Holder of the collateral securing such Allowed

Claim, without representation or warranty by or recourse against the Debtors, Reorganized SCL or Newco; or (iii) treated in any other manner such that the Claim shall otherwise be rendered Unimpaired pursuant to section 1124 of the Bankruptcy Code.

c. Voting: Class 1 is Unimpaired, and the Holders of Class 1 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 1 Claims are not entitled to vote to accept or reject the Plan.

2. Class 2A—SCL Other Priority Claims:

a. Classification: Class 2A consists of all Other Priority Claims against SCL.

b. Treatment: The legal, equitable and contractual rights of the Holders of Allowed Class 2A SCL Other Priority Claims are unaltered by the Plan. Unless otherwise agreed to by the Holders of the Allowed Class 2A SCL Other Priority Claims and the Debtors, in full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed SCL Other Priority Claim in Class 2A, each Holder thereof shall be paid in full in Cash or Cash Equivalents on the Effective Date or as soon practicable thereafter.

c. Voting: Class 2A is Unimpaired, and the Holders of Class 2A Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 2A Claims are therefore not entitled to vote to accept or reject the Plan.

3. Class 2B—SCL Other Unsecured Claims:

a. Classification: Class 2B consists of all Other Unsecured Claims against SCL.

b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2B Claim, each Holder thereof shall receive its Pro Rata share of the SCL Unsecured Distribution.

c. Voting: Class 2B is Impaired, and Holders of Class 2B Claims are entitled to vote to accept or reject the Plan.

4. Class 2C—SCL Pension Schemes Claims:

a. Classification: Class 2C consists of all Pension Schemes Claims against SCL.

b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Class 2C, each Holder thereof shall be treated and receive the consideration as set forth in the Pension Schemes Settlement Agreement, including, without limitation, each Holder’s Pro Rata share of the SCL Unsecured Distribution on account of Allowed Pension Schemes Unsecured Claims.

c. Voting: Class 2C is Impaired, and Holders of Class 2C Claims are entitled to vote to accept or reject the Plan.

5. Class 3A—SCSL Other Unsecured Claims:

a. Classification: Class 3A consists of all Other Unsecured Claims against SCSL. For the avoidance of doubt, SCSL Other Unsecured Claims does not include Pension Schemes Claims, Senior Note Claims, the Equalization Claim or Equalization-Related Employee Claims.

b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 3A Claim, each Holder thereof shall be treated and receive its Pro Rata share of the SCSL Unsecured Distribution.

c. Voting: Class 3A is Impaired, and Holders of Class 3A Claims are entitled to vote to accept or reject the Plan.

6. Class 3B— SCSL Pension Schemes Claims:

a. Classification: Class 3B consists of all Pension Schemes Claims against SCSL.

b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Claim in Class 3B, each Holder thereof shall be treated and receive the consideration as set forth in the Pension Schemes Settlement Agreement, including, without limitation, each Holder’s Pro Rata share of the SCL Unsecured Distribution on account of the Allowed Pension Schemes Unsecured Claims.

c. Voting: Class 3B is Impaired, and Holders of Class 3B Claims are entitled to vote to accept or reject the Plan.

7. Class 4A—SCC Pension Schemes Claims:

a. Classification: Class 4A consists of all Pension Schemes Claims against SCC.

b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Claim in Class 4A, each Holder thereof shall be treated and receive the consideration as set forth in the Pension Schemes Settlement Agreement, including, without limitation, each Holder’s Pro Rata share of the SCL Unsecured Distribution on account of the Allowed Pension Schemes Unsecured Claims.

c. Voting: Class 4A is Impaired, and Holders of Class 4A Claims are entitled to vote to accept or reject the Plan.

8. Class 4B—SCC Interests:

a. Classification: Class 4B consists of all Interests in SCC.

b. Treatment: Class 4B Interests will be Reinstated and the legal, equitable and contractual rights of the Holders of Allowed Class 4B SCC Interests shall be unaltered by the Plan.

c Voting: Class 4B is Unimpaired, and Holders of Class 4B Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. The Holders of Class 4B Interests are therefore not entitled to vote to accept or reject the Plan.

9. Class 4C—SCC PBGC Claims

a. Classification: Class 4C consists of all Claims of the PBGC against SCC.

b. Treatment: In full satisfaction, settlement, release and discharge of and in exchange for each and every Claim in Class 4C, the amount by which the SCA Pension Plan is underfunded shall be satisfied and paid in full.

c. Voting: Class 4C is Unimpaired, and Holders of Class 4C Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. The Holders of Class 4C Claims are therefore not entitled to vote to accept or reject the Plan.

10. Class 5—SCL Common Stock Interests:

a. Classification: Class 5 consists of all Common Stock Interests in SCL.

b. Treatment: Each Holder of a Common Stock Interest in SCL shall not receive any distribution under the Plan on account of such interest.

c. Voting: Class 5 is Impaired, and Holders of Class 5 Interests are conclusively deemed to reject the Plan. Holders of Class 5 Interests are therefore not entitled to vote to accept or reject the Plan.

C. Subordination: The classification and treatment of all Claims hereunder conforms with contractual, legal and equitable subordination rights relating thereto, including the treatment of any Securities-related claims under section 510(b) of the Bankruptcy Code, and any and all rights shall be settled, compromised and released pursuant hereto.

D. Treatment of Intercompany Claims: Except as otherwise set forth herein, there shall be no distributions on account of Intercompany Claims, including the Services Claim. Pursuant to Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Intercompany Claims against any Debtor, including the Services Claim, are not entitled to vote to accept or reject the Plan. Notwithstanding the foregoing, the Plan Administrator may Reinstate, extinguish or cancel, as applicable, all Intercompany Claims and the Services Claim, including, without limitation, any or all relevant agreements, instruments, and documents underlying such Intercompany Claims as of the Effective Date, provided, however, under no circumstances shall acts of the Plan Administrator in any way impact or dilute the value of the SCL Unsecured Distribution, the Newco Equity, the SCSL Unsecured Distribution, or distributions anticipated

under the EPM. In connection with the wind down and resolution of Intercompany Claims, the Plan Administrator shall consult with and provide regular reports to Newco.

E. Intercompany Interests: Intercompany Interests will be Reinstated in order to implement the Plan.

F. Special Provisions Governing Unimpaired Claims: Except as otherwise provided herein, nothing under the Plan shall affect the Debtors’ or Newco’s rights in respect of any Unimpaired Claims, including, without limitation, all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.

G. Discharge of Claims and Interests:

1. Except as otherwise provided herein and in ARTICLE III.G.2, on the Effective Date and effective as of the Effective Date: (1) the rights afforded in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction, discharge, and release of all Claims and Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Petition Date, against the Debtors or any of their assets, properties or Estates; (2) the Plan shall bind all Holders of Claims and Interests, notwithstanding whether any such Holders (a) Filed a Proof of Claim or (b) failed to vote to accept or reject the Plan or voted to reject the Plan; (3) all Claims and Interests shall be satisfied, discharged, and released in full (except to the extent that the Plan expressly provides for the retention or Reinstatement of such Interests), and the Debtors’ liability with respect thereto shall be extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (4) all Persons and Entities shall be precluded from asserting against the Debtors, the Debtors’ Estates, Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, their successors and assigns, their assets and properties, any other Claims or Interests based upon any documents, instruments, or any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date. Notwithstanding anything in this ARTICLE III.G to the contrary, the foregoing discharge and release of Claims and Interests shall not include or be deemed to include (1) a release of any liabilities or obligations of the parties to the Mutual Release Agreement arising or to be performed under the Master Transaction Agreement (or any transactions or agreements entered into pursuant to the Master Transaction Agreement) and (2) any (a) recurring ordinary course operating obligations of the parties to the Mutual Release Agreement or their affiliates and subsidiaries (e.g., EMA payments, depot payments, payments to Yorkshire Marine Containers Limited or General Electric Capital Container Finance Corporation and payment of commissions in respect of equipment sales) that accrued during either the fiscal quarter in which the Effective Date (as defined in the Mutual Release Agreement) occurs or the immediately preceding fiscal quarter or (b) claims based on acts or omissions that occur after the date of the GE SeaCo Framework Agreement and that constitute fraud, willful misconduct, or breaches of the Joint Venture Documents (as defined in the Mutual Release Agreement).

Upon Confirmation, the Debtors and all property dealt with herein shall be free and clear of all such claims and interests, including, without limitation, Liens, security interests and any and all other encumbrances. For the avoidance of doubt, the sole source of recovery from the

Debtors or any Affiliate on account of an Equalization Claim shall be from the Equalization Escrow Account, with no recourse to Newco, the Debtors, or the Reorganized Debtors. Likewise, the sole source of recovery for any Non-Debtor Subsidiary (or any liquidator or successor thereof) on account of a Non-Debtor Subsidiary Third Party Claim shall be from the Non-Debtor Subsidiary Trust, with no recourse to Newco, the Debtors or the Reorganized Debtors. For the avoidance of doubt, Holders of Intercompany Claims against the Debtors or an Affiliate of the Debtors will have no recourse to Newco, the Debtors or the Reorganized Debtors, unless such Intercompany Claims are Reinstated or compromised by the Plan Administrator as set forth herein.

2. Discharge of the Pension Schemes Claims: Notwithstanding anything contained in ARTICLE III.G.1 or elsewhere herein:

a. the discharge or release of the Pension Schemes Claims shall be in accordance with, and subject to satisfaction or waiver of the conditions under Article VII of the Pension Schemes Settlement Agreement; and

b. solely with respect to the Pension Schemes Claims, the releases, exculpations, compromises, settlements and discharges in this Plan and the waiver below shall be and hereby is limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter the Pension Protection Fund and is able to trigger a Pension Protection Fund assessment period, and nothing in the Plan shall constitute a legally enforceable agreement the effect of which is to reduce the amount of any Section 75 Debt due to the Pension Schemes or the Pension Schemes Trustees, as the case may be, which may be recovered by, or on behalf of, the Pension Schemes Trustees;

provided that in all events, notwithstanding such limitation, the Pension Schemes’ or the Pension Schemes Trustees’, as the case may be, sole recourse for recovery on all Pension Schemes Claims, and their sole satisfaction of such Claims, shall be (i) their Pro Rata share of the SCL Unsecured Distribution with respect to the Allowed Pension Schemes Unsecured Claims, (ii) the Allowed Pension Schemes Administrative Claims, (iii) the Equalization Claim Reserve and (iv) any amounts due to the Pension Schemes Trustees under the 1983 Scheme Deed of Compromise or the U.K. Scheme of Arrangement (such amounts being $1), as applicable. Furthermore, subject to the Debtors’ compliance with this Plan and the Pension Schemes Settlement Agreement, the Pension Schemes Trustees shall not be entitled to, and hereby waive, any right to any additional recovery from the Debtors, Reorganized SCL, Reorganized SCSL, Newco, the Non-Debtor Subsidiary Trust, and any Debtor Releasee, and any Exculpated Party in respect of the Pension Schemes Claims.

H. Acceptance or Rejection of the Plan

1. Presumed Acceptance of Plan: Classes 1, 2A, 4B and 4C are Unimpaired under the Plan and are, therefore, presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Classes are not entitled to vote on the Plan and the vote of such Holders of Claims shall not be solicited.

2. Voting Classes: Each Holder of an Allowed Claim as of the Voting Record Date in each of Classes 2B, 2C, 3A, 3B, and 4A shall be entitled to vote to accept or reject the Plan.

3. Acceptance by Impaired Classes of Claims: Pursuant to section 1126(c) of the Bankruptcy Code and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan if the Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class actually voting have voted to accept the Plan.

4. Presumed Rejection of the Plan: Class 5 is Impaired and Holders of Class 5 Claims and Interests shall receive no distributions under the Plan on account of their Claims and Interests and are therefore, presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Class 5 Claims and Interests are not entitled to vote on the Plan and the vote of such Holders shall not be solicited.

5. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code: Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class. The Debtors request Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any Impaired Class that does not accept the Plan pursuant to section 1126 of the Bankruptcy Code. The Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code.

6. Controversy Concerning Impairment: If a controversy arises as to whether any Claims, or any Class of Claims, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

7. Voting on Plan and Bermuda Scheme of Arrangement: The Ballots sent to certain creditors of SCL provide for dual voting on the Plan and (by way of special proxy, if required) the Bermuda Scheme of Arrangement. Voters have the option of voting either in favor of both the Plan and Bermuda Scheme of Arrangement or against both the Plan and the Bermuda Scheme of Arrangement. Creditors wishing to vote on the Bermuda Scheme of Arrangement in a way not contemplated by the Ballots may contact SCL and receive a special proxy to do so. If a Creditor of SCL did not file a Proof of Claim in the Chapter 11 Cases prior to the Bar Date, and its failure to do so was not the result of willful default or lack of reasonable diligence as determined by the chairman of the Bermuda meeting of creditors in his or her sole discretion, or as otherwise determined by the Bermuda Court, such Creditor may vote on the Bermuda Scheme of Arrangement prior to the Voting Deadline, either by submitting a proxy or by voting in person at the Bermuda meeting of Bermuda Scheme Creditors, provided that such Creditor submits a voting form or form of proxy to the Claims and Solicitation Agent on or before the Voting Deadline.

8. Voting on Plan and U.K. Scheme of Arrangement: Voting on the U.K. Scheme of Arrangement will occur prior to or concurrent with, but separate from, voting on the Plan. The Pension Schemes Trustees may vote on the U.K. Scheme of Arrangement either in person at the meeting of creditors or by appointing the chairman of the meeting of creditors by submitting a proxy form.

I. No Duplication of Claims or Distributions: All Claims scheduled by or Filed against the Debtors in the Chapter 11 Cases on or before the Bar Date are deemed to have been submitted against those Debtors under the U.K. Scheme of Arrangement or the Bermuda Scheme of Arrangement to the extent the U.K. Scheme of Arrangement or the Bermuda Scheme of Arrangement purports to compromise such Claims. Any Holder of an Allowed Claim under the Bermuda Scheme of Arrangement will receive an entitlement to a distribution under the Plan on account of such Claim against SCL or SCSL, as applicable. In addition to the foregoing, the Pension Schemes Trustees, pursuant to the Plan as set forth herein, will receive $1 each pursuant to the U.K. Scheme of Arrangement and/or the 1983 Scheme Deed of Compromise, as applicable. The process of adjudicating and allowing Claims shall be conducted in the Bankruptcy Court and shall bind all Creditors (except those who are qualified to submit Claims in the Bermuda Scheme of Arrangement only in accordance with ARTICLE III.H.7 hereof, which such Claims will be adjudicated pursuant to the mechanism set forth in the Bermuda Scheme of Arrangement).

ARTICLE IV.
PROVISIONS FOR IMPLEMENTATION OF THE PLAN

A. Corporate Existence: Except to the extent that a Debtor ceases to exist pursuant hereto, each Debtor shall continue to exist after the Effective Date as a separate corporate entity, with all the powers of a corporation pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and byelaws in effect prior to the Effective Date, except to the extent such certificate of incorporation, byelaws and other constitutional documents are amended by the Plan or otherwise and, to the extent such documents are amended, such documents are deemed to be authorized pursuant hereto and without the need for any other approvals, authorizations, actions or consents.

B. Sources of Consideration for Plan Distributions: The Plan and the Bermuda Scheme of Arrangement contemplate (i) the issuance of Newco Equity on the Effective Date to the Plan Administrator for distribution to the Debtors’ Creditors, (ii) the transfer of the Container Interests to Newco, (iii) the issuance of the Newco Repatriation Note to Newco, reflecting a loan from Newco to enable Reorganized SCL to satisfy the balance of the DIP Facility and fund its wind-down costs, (iv) the distribution of the SCL Unsecured Distribution to Holders of Allowed SCL Other Unsecured Claims and Holders of Allowed Pension Schemes Unsecured Claims, (v) the distribution of the SCSL Unsecured Distribution to Holders of SCSL Other Unsecured Claims, and (vi) the establishment of the Equalization Escrow Account, the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust.

1. Formation of Newco. Prior to the Effective Date, the Debtors shall take the steps necessary so that Newco shall be duly formed and come into existence as a valid and legally existing Bermudian corporation. The specific formation documents with respect to Newco shall be included in the Plan Supplement.

2. Issuance of Newco Equity: On or before the Effective Date, Newco shall issue all Newco Equity, notes, instruments, certificates and other documents required to be issued pursuant to the Plan and the Bermuda Scheme of Arrangement. All rights, title and interest in

Newco Equity shall vest in the Plan Administrator on the Effective Date for distribution to Creditors. The Plan Administrator shall be authorized, among other things, to distribute Newco Equity on a Pro Rata basis to Holders of Allowed SCL Other Unsecured Claims and Holders of Allowed Pension Schemes Unsecured Claims. Newco Equity will only be issued to a nominee of the Depository or under another arrangement maintained by the Depository. Holders of Allowed SCL Other Unsecured Claims and Holders of Allowed Pension Schemes Unsecured Claims shall only be entitled to receive an indirect beneficial interest in such Newco Equity pursuant to the rules of the Depository. As a condition to receiving a distribution of Newco Equity hereunder, the applicable Holder will be required to provide the Plan Administrator with Account Instructions. Upon issuance of the Newco Equity to the Depository pursuant to the terms of the Account Instructions and this ARTICLE IV.B.2, such Newco Equity shall be deemed to have been distributed to the applicable Holder.

a. Securities Registration Exemption. Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of any Securities contemplated by the Plan and any and all settlement agreements incorporated therein, including the Newco Equity, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable state or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities. Any Securities issued under the Plan, including Newco Equity, will be issued under section 1145 of the Bankruptcy Code, will be freely tradable through the Depository by the recipients thereof, subject to (i) the provisions of section 1145(b)(l) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(l1) of the Securities Act, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments; (ii) the restrictions, if any, on the transferability of such Securities and instruments, under applicable law or otherwise; (iii) restrictions on transfer to be contained in the organizational documents of Newco, including restrictions to the effect that prior to the listing of the Newco Equity on a securities exchange, Newco Equity may only be transferred to a depository (or if no depository is available, to the participants in the last such depository) or under another depository system (for the avoidance of doubt, the foregoing restriction shall not restrict the transfer of beneficial ownership in the Newco Equity pursuant to the rules of the applicable depository); and (iv) applicable regulatory approval.

b. Issuance and Distribution of the Newco Equity. The Newco Equity, when distributed pursuant hereto, will be duly authorized, validly issued, and, if applicable, fully paid and non-assessable. Each distribution and issuance referred to in ARTICLE III hereof shall be governed by the terms and conditions set forth herein applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution, which terms and conditions shall bind each Entity receiving such distribution or issuance.

c. Listing of the Newco Equity. Newco will use commercially reasonable efforts to obtain and maintain a listing on an exchange for Newco Equity. Reorganized SCL and Reorganized SCSL will use commercially reasonable efforts to assist Newco, including, but not limited to, using commercially reasonable efforts to provide Newco with

historical information reasonably requested by Newco until such time as Reorganized SCL ceases to exist, at which point Reorganized SCL will transfer all relevant historical information to Newco.

3. Transfer of the Container Interests to Newco: Subsequent to the formation of Newco and the issuance of Newco Equity to the Plan Administrator, on the Effective Date, pursuant to the Business Transfer Agreement and in accordance with section 1123(a)(5)(B) of the Bankruptcy Code, the Debtors, SPC Holdings, and SCA will transfer and assign all rights, title, and interests in the Container Interests to Newco. Except as expressly provided herein, in the Confirmation Order, or as required in connection with the Exit Facility, the Container Interests shall vest in Newco free and clear of any Claims or Liens other than immaterial Liens or Liens in connection with obligations to be paid, satisfied or discharged upon Consummation of the Plan. Prior to the Effective Date, the Debtors will, in their business judgment for the benefit of Newco, assign to Newco, cancel, capitalize into the obligor, or otherwise release, including by way of a mutual release, the Debtors’ Intercompany Claims against Quota Holdings, Sea Containers SPC, and GE SeaCo America and each of their respective subsidiaries.

4- Exit Facility: On the Effective Date, Newco shall enter into the Exit Facility (a) in part, to obtain the funds necessary to acquire the Container Interests from SCL, SPC Holdings, and SCA at fair value and otherwise, to provide a loan to Reorganized SCL to enable Reorganized SCL to satisfy the DIP Facility, (b) to pay all fees and expenses incurred in connection with the Exit Facility, and (c) for working capital, capital expenditures and other lawful corporate purposes of Newco. Newco may use the Exit Facility for any purpose permitted thereunder. Confirmation of the Plan shall be deemed approval of the Exit Facility (including the transactions contemplated thereby, such as any supplementation or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein) and authorization for Newco to enter into and execute the Exit Facility documents and such other documents as the Exit Facility Lenders may reasonably require to effectuate the treatment afforded to such lenders pursuant to the Exit Facility, subject to such modifications as Newco may deem to be reasonably necessary.

5. Equalization Escrow Account: On the Effective Date, Reorganized SCL, acting by the Plan Administrator, shall execute the Equalization Escrow Agreement and take all other steps necessary to establish the Equalization Escrow Account pursuant to the Equalization Escrow Agreement as further described in ARTICLE V hereof. On the Effective Date, and in accordance with and pursuant to the terms of the Plan and sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, Reorganized SCL, acting by the Plan Administrator, will transfer the Equalization Claim Reserve to the Equalization Escrow Agent free and clear of any encumbrance, charge, mortgage, pledge, claim, or Lien. Upon determination of the amount of any Allowed Equalization Claim in accordance with the terms of the Pension Schemes Settlement Agreement, the Allowed Equalization Claim shall be added to and treated as if it were part of the Allowed Pension Schemes Unsecured Claims. At the time the Equalization Escrow Account is closed, (a) any residual value in the Equalization Escrow Account will be transferred to the Equalization-Related Employee Claim Reserve; provided, however, the maximum value of Cash and Newco Equity transferred to the Equalization-Related Employee Claim Reserve shall not exceed the amount of Cash and Newco Equity resulting from the Equalization Spillover

Calculation and (b) to the extent any Newco Equity remains after satisfaction of (a), such Newco Equity will be transferred to Newco and canceled.

6. Non-Debtor Subsidiary Trust: On the Effective Date, Reorganized SCL, acting by the Plan Administrator, shall execute the Non-Debtor Subsidiary Trust Deed and take all other steps necessary to establish the Non-Debtor Subsidiary Trust pursuant to the Non-Debtor Subsidiary Trust Deed as further described in ARTICLE VI. On the Effective Date, and in accordance with and pursuant to the terms of the Plan and sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, Reorganized SCL, acting by the Plan Administrator, will transfer to the Non-Debtor Subsidiary Trustees, the Non-Debtor Subsidiary Reserve and the Non-Debtor Subsidiary Trustee Costs Reserve free and clear of any encumbrance, charge, mortgage, pledge, claim, or Lien. Upon the termination of the Non-Debtor Subsidiary Trust, (a) any property remaining (not including Newco Equity) shall revert to Reorganized SCL for distributions in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof and (b) any Newco Equity remaining shall be canceled.

7. Equalization-Related Employee Claim Trust: On the Effective Date, if necessary to satisfy Equalization-Related Employee Claims, Reorganized SCL, acting by the Plan Administrator, will execute the Equalization-Related Employee Claim Trust Deed and take all other steps necessary to establish the Equalization-Related Employee Claim Trust as further described in this Article. On the Effective Date, if necessary to satisfy Equalization-Related Employee Claims, in accordance with and pursuant to the terms of the Plan and sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, Reorganized SCL, acting by the Plan Administrator, will transfer to the Equalization-Related Employee Claim Trustees, the Equalization-Related Employee Claim Reserve and the Equalization-Related Employee Claim Trustee Costs Reserve free and clear of any encumbrance, charge, mortgage, pledge, claim or Lien. Upon the termination of the Equalization-Related Employee Claim Trust, (a) any property remaining (not including Newco Equity) shall revert to Reorganized SCL for distributions in accordance with ARTICLE IV.B.10 and ARTICLE LX.B.4 hereof and (b) any Newco Equity remaining shall be canceled.

8. Payment of Equalization Determination Costs: The Plan Administrator will pay Equalization Determination Costs in Cash as an Allowed Administrative Claim and/or Post-Emergence Cost, as the case may be. The Pension Schemes Trustees shall submit any invoices, statements or bills evidencing Equalization Determination Costs along with a request for payment to the Plan Administrator. Within 30 days following receipt of a request for payment, the Plan Administrator shall disburse payment in Cash in U.K. pounds to the applicable Pension Scheme Trustee to the extent that the requested disbursements are Equalization Determination Costs.

9. Payment of Post-Emergence Costs: The Plan Administrator will pay the Post-Emergence Costs using Cash at Reorganized SCL. Any entity seeking reimbursement of Post-Emergence Costs shall submit any invoices, statements or bills, along with a request for payment setting forth the basis of such reimbursement, to the Plan Administrator; provided, however, that the JPLs, the Equalization Escrow Agent, and the Non-Debtor Subsidiary Trustees must submit all invoices or requests for payment no later than 60 days after the liquidation of Reorganized SCL, dissolution of the Equalization Escrow Account, or termination of the Non-Debtor

Subsidiary Trust, as applicable. Within 30 days following receipt of a request for payment, the Plan Administrator shall disburse payment to the applicable requesting party to the extent the Plan Administrator is satisfied that the requested reimbursement is reasonably characterized as Post-Emergence Costs. In no event shall Newco be obligated to pay any Post-Emergence Costs.

10. Payment of the Newco Repatriation Note: Subject to repayment of any claims entitled to priority under the liquidation of Reorganized SCL, and payment of the Plan Administrator Costs and the Post-Emergence Costs, in the event that any Cash or other property (other than Newco Equity) reverts to Reorganized SCL from Non-Debtor Subsidiaries, the Equalization-Related Employee Claim Trust, the Non-Debtor Subsidiary Trust, the Professional Fee Escrow Account, or as a result of the Plan Administrator’s pursuit of Causes of Action relating to, arising from, or on account of the Non-Container Interests, such property shall first be applied to pay down the Newco Repatriation Note. After the Newco Repatriation Note is paid in full, such excess Cash or property received by Reorganized SCL (including litigation recoveries) shall be distributed in accordance with ARTICLE IX.B.4 hereof.

C. Corporate Governance, Directors and Officers, and Corporate Action:

1. Corporate Governance.

a. Newco.

As shall be set forth in the organizational documents for Newco as Filed in the Plan Supplement, the board of directors of Newco shall consist of 7 members; provided, however, that no director may be a Person whose appointment is prohibited under the terms of the GE SeaCo Framework Agreement. The organizational documents as Filed in the Plan Supplement shall be consistent with the governance term sheet attached to the Plan as Exhibit B. In accordance with section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement, to the extent known: (i) the identities and affiliations of any Person proposed to serve as a board member of Newco; and (ii) the nature of compensation for any member of the board who is an Insider.

On or as soon as reasonably practicable after the Effective Date, Newco shall adopt constitutional documents that will prohibit the issuance of non-voting securities as required by section 1123(a)(6) of the Bankruptcy Code. After the Effective Date, Newco may amend its constitutional documents as permitted by relevant corporate law.

b. Reorganized SCL.

On and after the Effective Date, operation, management and control of Reorganized SCL shall be the general responsibility of the Plan Administrator (which responsibilities shall be implemented in accordance with applicable Bermuda law), which shall take appropriate steps to: (i) manage, control, and wind down Reorganized SCL pursuant to, and in accordance with, Bermuda law and (ii) in coordination with the JPLs, obtain an order of the Bermuda Court converting the provisional liquidation of Reorganized SCL into a liquidation.

c. Reorganized SCSL.

On and after the Effective Date, operation, management and control of Reorganized SCSL shall be the general responsibility of the Plan Administrator (which responsibilities shall be implemented in accordance with applicable English law), which shall take appropriate steps to: (i) implement the U.K. Scheme of Arrangement, (ii) manage, control, and wind down Reorganized SCSL pursuant to, and in accordance with English law and (iii) obtain an order of the English Court appointing the liquidators or administrators of Reorganized SCSL.

d. Reorganized SCC and the Non-Debtor Subsidiaries.

On and after the Effective Date, to the extent permitted by applicable law, operation, management and control of Reorganized SCC and the Non-Debtor Subsidiaries shall be the general responsibility of the respective liquidators, which shall thereafter, to the extent permitted by applicable law, have the responsibility for the management, control, wind down, and liquidation of Reorganized SCC and the Non-Debtor Subsidiaries. The liquidators shall facilitate and assist in the transfer to Reorganized SCL of any net Cash from the liquidation of each of the Non-Debtor Subsidiaries. To the extent any Non-Debtor Subsidiary is unable to pay its own costs and expenses associated with its liquidation or wind-down, Reorganized SCL may fund such costs and expenses if the Plan Administrator believes it is of benefit to the Estates to do so.

2. Corporate Action.

a. Prior to or on the Effective Date (as appropriate), all matters provided for hereunder that would otherwise require approval of the shareholders or directors of the Debtors or Newco shall be deemed to have been so approved and shall be in effect prior to or on the Effective Date (as appropriate) pursuant to applicable law and without any requirement of further action by the shareholders or directors of the Debtors, or the need for any approvals, authorizations, actions or consents.

b. The Debtors or Newco, as applicable, may take all actions to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Plan in accordance with section 1142(a) of the Bankruptcy Code, including, without limitation, the distribution of Newco Equity to be issued pursuant hereto, the adoption and filing (as necessary) of the Newco organizational documents, the appointment of directors, officers, managers for Newco, consummation of the Exit Facility, and all actions contemplated thereby, without the need for any approvals, authorizations, actions or consents except for those expressly required pursuant hereto. The secretary and any assistant secretary of each Debtor shall be authorized to certify or attest to any of the foregoing actions.

D. Plan Administrator Appointment, Resignation and Reorganized SCL Indemnity Obligations:

1. Appointment and Oversight of Plan Administrator. On the Effective Date, the Plan Administrator will accept its appointment in accordance with an agreement to be Filed as part of the Plan Supplement, pursuant to which agreement the Plan Administrator shall act as agent for

the Reorganized Debtors to take the actions and perform the duties set forth in the Plan. The Plan Administrator will issue reports to the Newco Board Committee on no less frequent than a quarterly basis, with the format of such reports to be agreed by the Plan Administrator and the Newco Board Committee. Such periodic reports shall include a discussion of planned material actions and related budgets and detail regarding the Post-Emergence Costs, including all legal fees and other expenses incurred by the Plan Administrator, and the format of such reports shall be based on the monthly operating reports that the Debtors have filed in the Chapter 11 Cases. Newco may petition the Bankruptcy Court to remove and replace the Plan Administrator for failure to perform its duties and take actions required by the Plan, to compel the Plan Administrator to take certain actions, or to object to planned material actions or payment of Post-Emergence Costs (including the Plan Administrator’s legal fees and other expenses), and the Bankruptcy Court shall have exclusive jurisdiction to hear such matters.

2. Resignation. Any Person serving as the Plan Administrator may resign as such by giving at least thirty (30) days prior written notice thereof to the notice parties listed in ARTICLE XV.G.l. Subject to ARTICLE XIV.D, any party in interest may also seek removal of the Plan Administrator for cause, which such removal would occur by order of the Bankruptcy Court.

3. Successor. In the event of the death, incompetence or resignation of less than all of the Persons serving as the Plan Administrator, the Person continuing to serve shall have the authority to select a successor whose appointment will be subject to (l) the approval of the Newco Board Committee, which approval may not be unreasonably withheld, and (2) the approval of the Bankruptcy Court, or (3) if the Newco Board Committee cannot agree on a successor, as otherwise ordered by the Bankruptcy Court; provided, however, the appointment of a successor Plan Administrator shall be in accordance with applicable Bermuda law. In the event of the simultaneous death, incompetence or resignation of all of the Persons serving as the Plan Administrator, the Newco Board Committee shall have the authority to select a successor(s) whose appointment(s) will be subject to the approval of the Bankruptcy Court, or if the Newco Board Committee cannot agree on a successor, as otherwise ordered by the Bankruptcy Court; provided, however, the appointment of a successor Plan Administrator shall be in accordance with applicable Bermuda law. Any successor to the Persons serving as the Plan Administrator shall be a corporate successor or such other Person serving in a professional capacity.

4. Reorganized SCL’s Indemnity Obligations to Plan Administrator. The Plan Administrator shall be indemnified out of the assets of Reorganized SCL in respect of:

a. all liabilities and expenses properly incurred by the Plan Administrator in the execution of the Plan or of any powers vested in the Plan Administrator relating to the Plan; and

b. all actions, proceedings, costs, expenses, claims, demands, losses, charges, damages, taxes, duties and other liabilities in respect of any matter or thing done or omitted in any way relating to the Plan, other than liabilities arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner the Plan Administrator knew or ought to have known was in breach of trust or

gross negligence, which such liabilities are determined in accordance with ARTICLE XIV.D.

E. GE SeaCo Definitive Settlement Documents and Pension Schemes Settlement Agreement: The Plan shall be implemented by the Plan Administrator in a manner that is consistent with the GE SeaCo Definitive Settlement Documents and the Pension Schemes Settlement Agreement. To the extent there are any discrepancies between the terms of the Plan and the terms contained in the GE SeaCo Definitive Settlement Documents or the Pension Schemes Settlement Agreement, the terms of the GE SeaCo Definitive Settlement Documents or the Pension Schemes Settlement Agreement, as applicable, shall govern. Further, the Confirmation Order shall constitute an order of the Bankruptcy Court approving the GE SeaCo Definitive Settlement Documents.

F. Resolution of Intercompany Claims: On and after the Effective Date, the Plan Administrator, in consultation and coordination with the Non-Debtor Subsidiaries and any administrators or liquidators thereof, is authorized to forgive, resolve, or compromise Intercompany Claims by, against, and among Non-Debtor Subsidiaries and to take such actions as are necessary and otherwise assist in the wind down and liquidation of certain Non-Debtor Subsidiaries, all in accordance with applicable law.

Upon termination of the Equalization-Related Employee Claim Trust or the Non-Debtor Subsidiary Trust, (1) any property remaining in such trust (not including Newco Equity) shall revert to Reorganized SCL or its successor for distribution in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof and (2) any Newco Equity remaining shall be canceled.

G. Implementation of the Plan in Bermuda and the United Kingdom: The Plan Administrator and Reorganized SCL shall have the authority to take any actions reasonably necessary or appropriate to implement the Plan in Bermuda or any other foreign jurisdiction, including by and through the Bermuda Scheme of Arrangement, transferring the Container Interests to Newco, making distributions to Non-Plan Third Party Creditors, coordinating with the JPLs and the Non-Debtor Subsidiaries, and appearing before the Bermuda Court and seeking any reasonably necessary or appropriate relief to implement or carry out the Plan in Bermuda, including cancellation, annulment, and extinguishment of Subordinated Securities Claims and SCL Interests in Bermuda. The Plan Administrator and Reorganized SCSL shall have the authority to take any actions reasonably necessary or appropriate to implement the Plan in the United Kingdom or any other foreign jurisdiction, including coordinating with the liquidators of SCSL, and appearing before the English Court and seeking any reasonably necessary or appropriate relief to implement or carry out the Plan in the U.K.

H. Litigation and Resolution of Equalization Claim: On the Effective Date, the ELR will assume responsibility for managing the litigation in respect of the Equalization Claim on behalf of Reorganized SCL in the English Court or other relevant court of competent jurisdiction. The ELR will be an agent of the Plan Administrator and will be authorized to manage the litigation in respect of the Equalization Claim to obtain a determination of the English Court and/or to pursue and consummate settlement discussions regarding the Equalization Claim, subject to direction by the Plan Administrator solely to the extent necessary to exercise its fiduciary duty. For the avoidance of doubt, the ELR shall control the litigation in respect of the Equalization Claim and

will consult with the Plan Administrator, however, decisions shall be made by the ELR subject only to review and direction by the Plan Administrator if it in good faith believes that permitting an action would be a breach of its fiduciary duty.

The ELR shall be indemnified in respect of:

1. all liabilities and expenses properly incurred by the ELR in the execution of the Plan or of any powers vested in the ELR relating to the Plan subject to a maximum of $250,000, to be paid as a Post-Emergence Cost; and

2. all actions, proceedings, costs, expenses, claims, demands, losses, charges, damages, taxes, duties and other liabilities in respect of any matter or thing done or omitted in any way relating to the Plan, other than liabilities arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner the ELR knew or ought to have known was in breach of trust or gross negligence, to be paid out of the assets of Reorganized SCL.

I. Implementation of the Pension Schemes Settlement Agreement: In accordance with the Pension Schemes Settlement Agreement, one or more of the Debtors or the Affiliates that are Participating Employers in the Pension Schemes, including, without limitation, SCL, SCSL, Seacat Scotland Guernsey Limited, Sea Containers Ferries Scotland Limited, 0438490 Travel Limited, Yorkshire Marine Containers Limited, 1882420 Limited, and SC Maritime Limited, will (unless ©waived by the 1983 Pension Scheme Trustees in respect of a Participating Employer in the 1983 Pensions Scheme, (ii) waived by the 1990 Pension Scheme Trustees in respect of a Participating Employer in the 1990 Pensions Scheme or (iii) respecting SCSL and SC Maritime Limited (which are Participating Employers in both Pension Schemes), waived by both of the Pension Schemes Trustees) institute liquidation proceedings or Debtor Affiliate Schemes of Arrangement under section 899 of the U.K. Companies Act 2006 (as successor to section 425 of the U.K. Companies Act 1985 by operation of section 1297 of the U.K. Companies Act 2006), as applicable, and may take such other actions as necessary to ensure implementation of the Pension Schemes Settlement Agreement and compliance with the conditions thereof. Where liquidation as opposed to scheme of arrangement is pursued pursuant to the Pension Schemes Settlement Agreement, as is contemplated in relation to Seacat Scotland Guernsey Limited and potentially, with the agreement of the 1990 Pension Scheme Trustees, Sea Containers Ferries Scotland Limited, then, notwithstanding anything to the contrary herein, there shall be no release, discharge or compromise of any Section 75 Debt that is or may be or become due by such employer to the 1990 Pension Scheme or the 1990 Pension Scheme Trustees, as the case may be, in order to preserve the eligibility of the 1990 Pension Scheme to enter the Pension Protection Fund and to trigger a Pensions Protection Fund assessment period. Save where the Participating Employers of the Pension Schemes go into liquidation as set out in this Article above pursuant to the Pension Schemes Settlement Agreement, the Section 75 Debts of each such Participating Employer to the Pension Schemes or the Pension Schemes Trustees, as the case may be, save (a) where otherwise agreed in writing and/or (b) where in relation to SCL and the 1983 Pension Scheme a scheme of arrangement is not pursued and the trustees are otherwise unable to enter into a legally enforceable agreement to reduce the amount of the Section 75 Debt due from SCL to the 1983 Pension Scheme in a manner validated by the Pension Protection Fund which would preserve the eligibility of the 1983 Pension Scheme to enter the Pension Protection

Fund and to trigger a Pension Protection Fund assessment period (in which case the 1983 Pension Scheme Trustees shall appropriate the distributions received by them under the Plan in order to resolve that Section 75 Debt), shall be compromised either as part of the U.K. Scheme of Arrangement or the relevant Debtor Affiliate Schemes of Arrangement or, in the case of the 1983 Pension Scheme, through the 1983 Scheme Deed of Compromise, for the sums set out in the U.K. Scheme of Arrangement or the relevant Debtor Affiliate Schemes of Arrangement or the 1983 Scheme Deed of Compromise (as appropriate), which, in either case, SCL shall procure will be paid, and the releases, exculpations, compromises, settlements and discharges in this Plan shall not extend to any Section 75 Debt of SCL, SCSL or other Affiliates and shall be and hereby are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter the Pension Protection Fund and is able to trigger a Pension Protection Fund assessment period; provided that in all events, notwithstanding such limitation, the Pension Schemes’ or the Pension Schemes Trustees’, as the case may be, sole recourse for recovery on all Pension Schemes Claims, and their sole satisfaction of such Claims, shall be (i) their Pro Rata share of the SCL Unsecured Distribution with respect to the Allowed Pension Schemes Unsecured Claims, (ii) the Allowed Pension Schemes Administrative Claims, (iii) the Equalization Claim Reserve and (iv) any amounts due to the Pension Schemes Trustees under the 1983 Scheme Deed of Compromise or the U.K. Scheme of Arrangement (such amounts being $1), as applicable. Furthermore, subject to the Debtors’ compliance with this Plan and the Pension Schemes Settlement Agreement, the Pension Schemes Trustees shall not be entitled to, and hereby waive, any right to any additional recovery from the Debtors, Reorganized SCL, Reorganized SCSL, Newco, the Non-Debtor Subsidiary Trust, and any Debtor Releasee, and any Exculpated Party in respect of the Pension Schemes Claims. Nothing herein shall in any way have the effect of limiting the rights of the 1990 Pension Scheme against Seacat Scotland Guernsey Limited and Sea Containers Ferries Scotland Limited in respect of a Section 75 Debt (including the right to claim in and receive a distribution in any liquidation) or, for the avoidance of doubt, of reducing the amount of any such debt which may be recovered by or on behalf of the 1990 Pension Scheme Trustees from such companies.

J. Modification or Amendment of the Pension Schemes Settlement Agreement: Notwithstanding the Bankruptcy Court’s approval of the Pension Schemes Settlement Agreement, the (i) SCSL Committee and the Pension Schemes, (ii) the SCL Committee and (iii) the Debtors may reach an agreement to modify or amend the Pension Schemes Settlement Agreement; provided that such modification or amendment shall only be effective if each of (i) SCSL Committee and the Pension Schemes, (ii) the SCL Committee and (iii) the Debtors agree to the same in their respective sole and absolute discretion.

If such modification or amendment includes the following elements (provided, however, for the avoidance of doubt, the following elements do not constitute any limit or constraint on the terms or scope of any potential agreed modification or amendment to the Pension Schemes Settlement Agreement and no party is under any obligation to agree to any modification or amendment of the Pension Schemes Settlement Agreement):

(i) the aggregate amount of the Allowed Pension Schemes Unsecured Claims is reduced from $194 million by an amount of up to $13 million (i.e., to a reduced amount of claim no less than $181 million);

(ii) the aggregate amount of the Allowed Pension Schemes Administrative Claims is increased from $5 million to an amount no greater than $10 million (with payment of amounts in excess of $5 million payable, in connection with this Plan, not before the Effective Date); and

(iii) the initial Equalization Claim Reserve is reduced from $69 million to an amount of $60 million; and

(iv) payment of fees and expenses incurred by counsel for certain bondholders is made in an amount not to exceed approximately $700,000,

then all impaired Creditors entitled to vote who vote to accept the Plan by the Voting Deadline, shall be deemed to have also accepted prospective plan modifications that give effect to the foregoing modified or amended terms of the Pension Schemes Settlement Agreement. To the extent that the (i) SCSL Committee and the Pension Schemes, (ii) the SCL Committee and (iii) the Debtors each agree to amend or modify the Plan to implement the modified or amended Pension Schemes Settlement Agreement consistent with the elements listed above: (a) a vote to accept the Plan shall constitute a vote to accept the Plan as so modified and (b) the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise or settlement pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the Bankruptcy Court.

K. Vesting of the Assets On or After the Effective Date: Except as otherwise provided herein or in any agreement, instrument or other document relating thereto, on or after the Effective Date, all property of each Estate and any property acquired by any of the Debtors pursuant hereto shall vest in Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, the Equalization Escrow Account, the Equalization-Related Employee Claim Trust, the Non-Debtor Subsidiary Trust, or the Professional Fee Escrow Account, as applicable, free and clear of all Liens, claims, charges or other encumbrances. Except as provided herein, on and after the Effective Date, Newco, Reorganized SCL, Reorganized SCSL, or Reorganized SCC, as applicable, may operate its business and may use, acquire, or dispose of property and compromise or settle any post-Confirmation Claims, without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order.

L. Release of Liens, Claims and Equity Interests: Except as otherwise specifically provided herein or in any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan including, without limitation, the Pension Schemes Settlement Agreement, on the Effective Date and concurrently with the applicable distributions made pursuant to ARTICLE IX hereof, all Claims, Interests, mortgages, deeds of trust, Liens, pledges or other security interests against the property of any Estate shall be fully released and discharged.

M. Cancellation of Debt and Equity Interests and Related Obligations: On the Effective Date, except as otherwise specifically provided for herein: (1) all Equity Interests, the Indentures, the Senior Notes, and any other Certificate, note, instrument, bond, indenture, purchase right, option, warrant, or other documents directly or indirectly evidencing or creating any debt

interests in the Debtors, their Affiliates, subsidiaries, and their successors in interests giving rise to any Claim or Interest (except such Certificates, notes, other instruments or documents evidencing indebtedness or obligations of the Debtors that are Reinstated pursuant to the Plan), shall be canceled and discharged solely as to the Debtors, their Affiliates, subsidiaries, and successors in interests and (2) the obligations of the Debtors, their Affiliates, subsidiaries, and successors in interest pursuant, relating, or pertaining to the Indentures, the Senior Notes, any other agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing Equity Interests and any other Certificates, notes, instruments, bonds, indentures, purchase rights, options, warrants, or other documents evidencing or creating any debt interests in the Debtors, their Affiliates, subsidiaries, and their successors in interests (except such agreements or Certificates, notes or other instruments evidencing debt interests of the Debtors that are specifically Reinstated pursuant to the Plan) shall be fully released and discharged; provided, however, that notwithstanding Confirmation, the Indentures, any such other indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of: (w) allowing Holders to receive distributions under the Plan; (x) allowing and preserving the rights of the Indenture Trustee and any other Servicer to make distributions on account of such Claims as provided in ARTICLE IX; (y) permitting the Indenture Trustee or any other Servicer to maintain any rights and Liens, including the Indenture Trustee Charging Lien, it may have against property other than the Debtors’, Newco’s, or the Reorganized Debtors’ property for fees, costs, and expenses pursuant to such indenture or other agreement; and (z) governing the rights and obligations of non-Debtor parties to such agreements vis-a-vis each other; provided further, however, that the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors, Newco, or the Reorganized Debtors. Neither the Debtors, Newco nor the Reorganized Debtors shall have any obligations to any Servicer for any fees, costs, or expenses, except as expressly otherwise provided in the Plan. Nothing in this section shall be construed to discharge any debt owed by or claims against Non-Debtor Subsidiaries, including Intercompany Claims against or Intercompany Interests in Non-Debtor Subsidiaries, except as otherwise specifically addressed in the Plan.

N. Employee Benefits: On the Effective Date, the Debtors’ existing employee benefit policies, plans and agreements that are not identified in the Plan Supplement and have not been terminated by the Debtors prior to the Effective Date shall terminate pursuant to the Plan (but which shall not include, for the avoidance of doubt, the 1983 Pension Scheme, the 1990 Pension Scheme, or the SCA Pension Plan). On the Effective Date, all Claims related to such employee benefits shall be deemed satisfied and expunged from the Claims Register as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court.

O. Equalization-Related Employee Claim Trust:

1. Establishment and Purpose of the Equalization-Related Employee Claim Trust: If necessary, on the Effective Date, Reorganized SCL, acting by the Plan Administrator, will establish the Equalization-Related Employee Claim Trust on behalf of the Equalization-Related Employee Claim Trust Claimants pursuant to the Equalization-Related Employee Claim Trust Deed and shall take all other steps necessary to establish the Equalization-Related Employee Claim Trust. In accordance with and pursuant to the terms of the Plan and sections

1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, on the Effective Date, Reorganized SCL, acting by the Plan Administrator, will transfer to the Equalization-Related Employee Claim Trustees all of its rights, title and interests in the Equalization-Related Employee Claim Reserve and the Equalization-Related Employee Claim Trustee Costs Reserve free and clear of any encumbrance, charge, mortgage, pledge, claim, or Lien. The Equalization-Related Employee Claim Trustees shall agree to accept and hold the Equalization-Related Employee Claim Reserve in the Equalization-Related Employee Claim Trust for the benefit of the Equalization-Related Employee Claim Trust Claimants, to be applied for the purposes of and according to the terms of the Equalization-Related Employee Claim Trust and subject to the terms of the Plan and the Equalization-Related Employee Claim Trust Deed. All parties shall execute any documents or other instruments as necessary.

The Equalization-Related Employee Claim Trustees shall, in an expeditious but orderly manner, distribute Newco Equity or the proceeds thereof from the Equalization-Related Employee Claim Reserve to Equalization-Related Employee Claim Trust Claimants in accordance with the Plan and the Equalization-Related Employee Claim Trust Deed and not unduly prolong the duration of the Equalization-Related Employee Claim Trust. The Equalization-Related Employee Claim Trust shall not be deemed a successor in interest of the Debtors for any purpose other than as specifically set forth herein or in the Equalization-Related Employee Claim Trust Deed.

The Equalization-Related Employee Claims shall be channeled solely to the Equalization-Related Employee Claim Trust.

2. Appointment of the Equalization-Related Employee Claim Trustees: On the Effective Date and in accordance with the Equalization-Related Employee Claim Trust Deed, the Equalization-Related Employee Claim Trustees will be appointed, and any successor Equalization-Related Employee Claim Trustee thereafter shall be appointed and serve in accordance with the Equalization-Related Employee Claim Trust Deed. The Equalization-Related Employee Claim Trustees or any successor thereto will administer the Equalization-Related Employee Claim Trust in accordance with the Equalization-Related Employee Claim Trust Deed.

3. Distributions; Withholding: The Equalization-Related Employee Claim Trustees will make distributions to the Equalization-Related Employee Claim Trust Claimants to satisfy the Equalization-Related Employee Claims, if any, accepted by the Equalization-Related Claim Trustees in accordance with the Equalization-Related Employee Claim Trust Deed and the Plan, as applicable.

The Equalization-Related Employee Claim Trustees may withhold from amounts distributable to any Person any and all amounts, determined in the Equalization-Related Employee Claim Trustees’ sole discretion, to be required by the Plan, the Equalization-Related Employee Claim Trust Deed, any law, regulation, rule, ruling, directive, treaty or other governmental requirement.

4. Funding Trust Expenses: The Equalization-Related Employee Claim Trustee Costs will be paid to the Equalization-Related Employee Claim Trustees out of the Equalization-Related

Employee Claim Trustee Costs Reserve portion of the Equalization-Related Employee Claim Trust.

5. Discharge of Liabilities: The transfer to, vesting in and assumption by the Equalization-Related Employee Claim Trustees of the Equalization-Related Employee Claim Reserve as contemplated herein shall, as of the Effective Date, discharge all obligations and liabilities of and bar recovery or any action against the Debtor Releasees and their respective estates, Affiliates, and subsidiaries, for all Equalization-Related Employee Claims against the Debtors, Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, or the Non-Debtor Subsidiaries and their respective estates, Affiliates and subsidiaries, as set forth in the Confirmation Order.

6. Equalization-Related Employee Claim Trust Indemnification Obligations: The Equalization-Related Employee Claim Trustees shall be indemnified out of the assets of the Equalization-Related Employee Claim Trust in respect of:

a. all liabilities and expenses properly incurred by them in the execution of the Equalization-Related Employee Claim Trust or of any powers vested in them relating to the Equalization-Related Employee Claim Trust, other than liabilities and expenses arising as a consequence of fraud and other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner they knew or ought to have known was in breach of trust, or gross negligence; and

b. all actions, proceedings, costs, expenses, claims, demands, losses, charges, damages, taxes, duties and other liabilities in respect of any matter or thing done or omitted in any way relating to the Equalization-Related Employee Claim Trust, other than liabilities arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner they knew or ought to have known was in breach of trust, or gross negligence.

7. Limitation on Personal Liability of Equalization-Related Employee Claim Trustees: For so long as one or more of the JPLs are serving as the Equalization-Related Employee Claim Trustees, any action seeking to hold the Equalization-Related Employee Claim Trustees personally liable for money damages based on any acts or omissions of the Equalization-Related Employee Claim Trustees (in their capacity as such) shall be justiciable solely in the courts of Bermuda. The Equalization-Related Employee Claim Trustees shall not be personally liable for money damages based on any acts or omissions of the Equalization-Related Employee Claim Trustees (in their capacity as such) except for those damages determined by a final non-appealable order of the courts of Bermuda or, if none of the JPLs are serving as the Equalization-Related Employee Claim Trustees, a court of competent jurisdiction, as arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner the Equalization-Related Employee Claim Trustees knew or ought to have known was in breach of trust or gross negligence.

8. Investment of Trust Funds: The Equalization-Related Employee Claim Trustees have the right to invest or apply the assets in the Equalization-Related Employee Claim Trust as if they were absolutely and beneficially entitled to them, except that the Equalization-Related

Employee Claim Trustees’ right to invest or apply the assets is restricted to (1) purchasing or subscribing for stocks, shares, debenture stocks, bearer securities or other investments; (2) placing monies on deposit with a bank, insurance company, building society, finance company or local authority; and (3) giving guaranties, indemnities or undertakings. The Equalization-Related Employee Claim Trustees will not be liable for any loss of, depreciation in or default upon any of the investments, securities, stocks or policies in which all or any part of the Equalization-Related Employee Claim Reserve or the Equalization-Related Employee Claim Trustee Costs Reserve may at any time be invested or applied, or for any delay in the investment or application of all or any part of the Equalization-Related Employee Claim Reserve or the Equalization-Related Employee Claim Trustee Costs Reserve, or for the safety of any securities or documents of title deposited by the Equalization-Related Employee Claim Trustees for safe custody, or for the exercise of any power vested in the Equalization-Related Employee Claim Trustees (and without prejudice to the generality of the foregoing for any waiver of the rights to any dividends attributable to any shares forming part of the Equalization-Related Employee Claim Reserve or Equalization-Related Employee Claim Trustee Costs Reserve, or the negligence or fraud of any agent employed by him or by any other Equalization-Related Employee Claim Trustee), or by reason of any other matter or thing, except that a Equalization-Related Employee Claim Trustee or a director, officer or employee of a corporate trustee shall be liable for any losses arising from: (1) his fraudulent or other dishonest conduct; (2) his knowingly or recklessly acting or omitting to act in a manner which he knew or ought to have known was in breach of trust or (3) gross negligence.

9. Termination of the Equalization-Related Employee Claim Trust: On the advice of U.K. counsel regarding the outcome of litigation to determine the status of any Equalization Claim, if the English Court determines in a Final Order that an Equalization Claim exists, it is possible that the Equalization-Related Employee Claim Reserve can be substantially reduced or eliminated.

The Equalization-Related Employee Claim Trust will be terminated in accordance with the Equalization-Related Employee Claim Trust Deed. Upon termination of the Equalization-Related Employee Claim Trust, (a) any property remaining (not including Newco Equity) shall revert to Reorganized SCL for distributions in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof and (b) any Newco Equity remaining shall be canceled. The duties, responsibilities and powers of the Equalization-Related Employee Claim Trustees will terminate in accordance with the terms of the Equalization-Related Employee Claim Trust Deed.

P. Creation of Professional Fee Escrow Account: On the Effective Date, the Plan Administrator shall establish the Professional Fee Escrow Account and reserve an amount necessary to pay all of the Accrued Professional Compensation.

Q. Preservation of Rights of Action:

1. Vesting of Causes of Action: On the Effective Date and in accordance with sections 1123(a)(5)(B) and 1123(b)(3) of the Bankruptcy Code, (a) any Causes of Action that the Debtors may hold against any Entity relating to, arising from, or on account of the Container Interests shall vest in Newco free and clear of all Claims and Interests and (b) any Causes of Action that the Debtors may hold against any Entity relating to, arising from, or on account of the

Non-Container Interests shall vest in the Reorganized Debtors free and clear of all Claims and Interests. Except as otherwise provided in the Plan or Confirmation Order, (a) Newco shall have the right to institute, prosecute, abandon, settle, or compromise, as appropriate, any and all Causes of Action relating to, arising from, or on account of the Container Interests, including, without limitation, such Causes of Action listed in the Plan Supplement as transferred to Newco, whether existing as of the Petition Date or thereafter arising, in its sole discretion and without further order of the Bankruptcy Court, in any court or other tribunal, including, without limitation, in an adversary proceeding filed in one or more of the Chapter 11 Cases and (b) the Reorganized Debtors shall have the right to institute, prosecute, abandon, settle, or compromise, as appropriate, any and all Causes of Action relating to, arising from, or on account of the Non-Container Interests, including, without limitation, such Causes of Action listed in the Plan Supplement as retained by the Reorganized Debtors, whether existing as of the Petition Date or thereafter arising, in their sole discretion and without further order of the Bankruptcy Court, in any court or other tribunal, including, without limitation, in an adversary proceeding filed in one or more of the Chapter 11 Cases; provided, however, any settlement of Causes of Action pursuant to this ARTICLE IV.Q.I in an amount greater than $2 million shall be subject to notice and a hearing. Causes of Action relating to, arising from, or on account of the Container Interests and any recoveries therefrom shall remain the sole property of Newco and Holders of Claims shall have no right to any such recovery.

2. Preservation of All Causes of Action Not Expressly Settled or Released: Unless a claim or Cause of Action against a Holder of a Claim or Interest or other Entity is expressly waived, relinquished, released, compromised, or settled in the Plan or any Final Order (including, without limitation, the Confirmation Order), the Debtors expressly reserve such claim or Cause of Action for later adjudication by (a) Newco if such claim or Cause of Action relates to, arises from, or is on account of the Container Interests or (b) the Reorganized Debtors if such claim or Cause of Action relates to, arises from, or is on account of the Non-Container Interests, including, without limitation, claims and Causes of Action not specifically identified or of which the Debtors may presently be unaware or which may arise or exist by reason of additional facts or circumstances unknown to the Debtors at this time or facts or circumstances that may change or be different from those the Debtors now believe to exist and, therefore, no preclusion doctrine, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable or otherwise), or laches will apply to such claims or Causes of Action upon or after the Confirmation or Consummation of the Plan based on the Disclosure Statement, the Plan or the Confirmation Order, except where such claims or Causes of Action have been expressly waived, relinquished, released, compromised, or settled in the Plan or a Final Order. In addition, Newco or the Reorganized Debtors, as applicable, expressly reserve the right to pursue or adopt any claims or Causes of Action not so waived, relinquished, released, compromised, or settled that are alleged in any lawsuit in which the Debtors are a defendant or an interested party, against any Entity, including the plaintiffs or co-defendants in such lawsuits. Any Entity to whom the Debtors have incurred an obligation (whether on account of services, purchase, sale of goods, or otherwise), or who has received services from the Debtors or a transfer of money or property of the Debtors, or who has transacted business with the Debtors, or leased equipment or property from the Debtors should assume that such obligation, transfer, or transaction may be reviewed by Newco or the Reorganized Debtors, as applicable, subsequent to the Effective Date and may, to the extent not theretofore expressly waived, relinquished, released, compromised, or settled, be the subject of

an action after the Effective Date, whether or not: (a) such Entity has Filed a Proof of Claim against the Debtors in the Chapter 11 Cases; (b) such Entity’s Proof of Claim has been objected to; (c) such Entity’s Claim was included in the Debtors’ Schedules; or (d) such Entity’s scheduled Claim has been objected to by the Debtors or has been identified by the Debtors as contingent, unliquidated, or Disputed.

R. Exemption from Certain Transfer Taxes: Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto shall not be subject to any stamp tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to all documents necessary to evidence and implement the provisions of and the distributions to be made under the Plan.

ARTICLE V.
EQUALIZATION ESCROW ACCOUNT

A. Establishment and Purpose of Equalization Escrow Account: On the Effective Date, Reorganized SCL, acting by the Plan Administrator, shall transfer the Equalization Claim Reserve to the Equalization Escrow Agent. The Equalization Escrow Agent shall, in an expeditious but orderly manner, distribute Newco Equity or the proceeds thereof from the Equalization Claim Reserve to the 1983 Pension Scheme Trustees and/or the 1990 Pension Scheme Trustees in accordance with the Plan and the Equalization Escrow Agreement and not unduly prolong its duration. The Equalization Escrow Account shall not be deemed a successor in interest of the Debtors for any purpose other than as specifically set forth herein or in the Equalization Escrow Account.

The Equalization Claim shall be channeled solely to the Equalization Escrow Account. The Plan Administrator shall consult from time to time with the ELR regarding the status of the Equalization Escrow Account and distributions thereof, the value of the assets in the Equalization Escrow Account, and any other matter pertaining to the Equalization Escrow Account.

B. Transfer of Assets to the Equalization Escrow Account: Reorganized SCL, acting by the Plan Administrator, will establish the Equalization Escrow Account on behalf of the Pension Schemes Trustees pursuant to the Equalization Escrow Agreement and shall take all other steps necessary to establish the Equalization Escrow Account. On the Effective Date, and in accordance with and pursuant to the terms of the Plan and sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, Reorganized SCL, acting by the Plan Administrator, will transfer to the Equalization Escrow Agent all of its rights, title and interests in the Equalization Claim Reserve free and clear of any encumbrance, charge, mortgage, pledge, claim, or Lien. The Equalization Escrow Agent shall agree to accept and hold the Equalization Claim Reserve in the Equalization Escrow Account for the benefit of the Pension Schemes Trustees, to be applied for the purposes of and according to the terms of the Equalization Escrow Account and subject to

the terms of the Plan and the Equalization Escrow Agreement. All parties shall execute any documents or other instruments as necessary in connection with the foregoing.

C. Appointment of the Equalization Escrow Agent: On the Effective Date and in accordance with the Equalization Escrow Agreement, the Equalization Escrow Agent will be appointed, and any successor Equalization Escrow Agent thereafter (if any) shall be appointed and serve in accordance with the Equalization Escrow Agreement. The Equalization Escrow Agent or any successor thereto will administer the Equalization Escrow Account in accordance with the Equalization Escrow Agreement.

D. Distributions; Withholding: The Equalization Escrow Agent will make distributions to the 1983 Pension Scheme Trustees and/or the 1990 Pension Scheme Trustees to satisfy the amount of any Equalization Claim which has been determined by the Pension Schemes’ actuary in accordance with the Equalization Escrow Agreement, the Pension Schemes Settlement Agreement, and the Plan, as applicable.

E. Equalization Escrow Account Expenses: The Equalization Escrow Agent will be reimbursed by Reorganized SCL for the Equalization Escrow Agent Costs in Cash.

F. Discharge of Liabilities to Holders of Pension Schemes Claims: The transfer to, vesting in and assumption by the Equalization Escrow Agent of the Equalization Claim Reserve as contemplated herein shall, as of the Effective Date, discharge all obligations and liabilities of and bar recovery or any action against the Debtor Releasees and their respective estates, Affiliates, and subsidiaries, for or in respect of the Equalization Claim against the Debtors, Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, the Non-Debtor Subsidiaries and their respective estates, Affiliates and subsidiaries, the Pension Schemes or the Pension Schemes Trustees as set forth in the Confirmation Order.

If, based on the outcome of the litigation to determine the status of any Equalization Claim, the English Court determines in a Final Order that an Equalization Claim exists, the amount of the Allowed Equalization Claim shall be determined by the Pension Schemes’ actuary in accordance with the Pension Schemes Settlement Agreement. The bases, methods and assumptions (including any relevant legal advice) upon which the actuary has made his determination shall be provided to the Plan Administrator, Newco and the ELR. The Allowed Equalization Claim shall be added to and treated as if it were part of the Allowed Pension Schemes Unsecured Claims.

No later than 10 Business Days after receipt of the determination of the Allowed Equalization Claim, the Plan Administrator shall calculate the shares of Newco Equity to be distributed on account of the Allowed Equalization Claim and shall provide such calculation, including the assumptions underlying such calculation, to the Pension Schemes Trustees, Newco, and the ELR. If no party objects within five Business Days of receipt of the calculation, the Plan Administrator shall certify the number of shares of Newco Equity to the Equalization Escrow Agent who shall promptly distribute those shares to the Holders of the Allowed Equalization Claim. If there is a dispute regarding the Plan Administrator’s calculation, the Plan Administrator shall certify the undisputed portion to the Equalization Escrow Agent, which shares shall immediately be distributed, and the Plan Administrator and the disputing party will

use their best reasonable endeavors to resolve the dispute as promptly as possible. In the event they cannot resolve any such dispute within 10 Business Days of the original notification to the Plan Administrator of a dispute, the parties shall seek a hearing in the Bankruptcy Court as soon as possible to make a determination on the amount of shares of Newco Equity to be distributed on account of the Allowed Equalization Claim as determined by the Pension Schemes’ actuary.

For the avoidance of doubt, this ARTICLE V.F is subject to the provisions of ARTICLE III.G.2 and ARTICLE IV.I.

G. Closing of the Equalization Escrow Account: The Equalization Escrow Account will be closed in accordance with the Equalization Escrow Agreement. At the time the Equalization Escrow Account is closed, (1) any residual value in the Equalization Escrow Account will be transferred to the Equalization-Related Employee Claim Reserve; provided, however, the maximum value of Cash and Newco Equity transferred to the Equalization-Related Employee Claim Reserve shall not exceed the amount of Cash and Newco Equity resulting from the Equalization Spillover Calculation, (2) to the extent any Newco Equity remains after satisfaction of (1), such Newco Equity will be transferred to Newco and canceled, and (3) any property remaining (not including Newco Equity) shall revert to Reorganized SCL for distributions in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof. The duties, responsibilities and powers of the Equalization Escrow Agent will terminate in accordance with the terms of the Equalization Escrow Agreement.

ARTICLE VI.
NON-DEBTOR SUBSIDIARY TRUST

A. Establishment and Purpose of the Non-Debtor Subsidiary Trust: On the Effective Date, Reorganized SCL, acting by the Plan Administrator, shall transfer the Non-Debtor Subsidiary Reserve and the Non-Debtor Subsidiary Trustee Costs Reserve to the Non-Debtor Subsidiary Trustees. The Non-Debtor Subsidiary Trustees shall, in an expeditious but orderly manner, distribute Newco Equity or the proceeds thereof and Cash from the Non-Debtor Subsidiary Reserve to Non-Debtor Subsidiary Trust Claimants in accordance with the Plan and the Non-Debtor Subsidiary Trust Deed and not unduly prolong its duration. The Non-Debtor Subsidiary Trust shall not be deemed a successor in interest of the Debtors for any purpose other than as specifically set forth herein or in the Non-Debtor Subsidiary Trust Deed.

B. Transfer of Assets to the Non-Debtor Subsidiary Trust: Reorganized SCL, acting by the Plan Administrator, will establish the Non-Debtor Subsidiary Trust on behalf of the Non- Debtor Subsidiary Trust Claimants pursuant to the Non-Debtor Subsidiary Trust Deed and shall take all other steps necessary to establish the Non-Debtor Subsidiary Trust. On the Effective Date, and in accordance with and pursuant to the terms of the Plan and sections H23(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code, Reorganized SCL, acting by the Plan Administrator, will transfer to the Non-Debtor Subsidiary Trustees all of its rights, title and interests in the Non- Debtor Subsidiary Reserve and the Non-Debtor Subsidiary Trustee Costs Reserve free and clear of any encumbrance, charge, mortgage, pledge, claim, or Lien. The Non-Debtor Subsidiary Trustees shall agree to accept and hold the Non-Debtor Subsidiary Reserve in the Non-Debtor Subsidiary Trust for the benefit of the Non-Debtor Subsidiary Trust Claimants, subject to the terms of the Plan and the Non-Debtor Subsidiary Trust Deed. All parties shall execute any

documents or other instruments as necessary to cause title to the Non-Debtor Subsidiary Reserve and the Non-Debtor Subsidiary Trustee Costs Reserve to be transferred to the Non-Debtor Subsidiary Trustees.

C. Appointment of the Non-Debtor Subsidiary Trustees: On the Effective Date and in accordance with the Non-Debtor Subsidiary Trust Deed, Non-Debtor Subsidiary Trustees will be appointed and, thereafter, as approved by order of the Bermuda Court, any successor Non-Debtor Subsidiary Trustee shall be appointed and serve in accordance with the Non-Debtor Subsidiary Trust Deed. In lieu of two individual Non-Debtor Subsidiary Trustees, a corporate trustee may act as the sole Non-Debtor Subsidiary Trustee if duly appointed pursuant to the Non-Debtor Subsidiary Trust Deed. The Non-Debtor Subsidiary Trustees or any successor thereto will administer the Non-Debtor Subsidiary Trust in accordance with the Non-Debtor Subsidiary Trust Deed.

D. Distributions; Withholding: The Non-Debtor Subsidiary Trustees will make distributions to the Non-Debtor Subsidiary Trust Claimants to satisfy Non-Debtor Subsidiary Third Party Claims accepted by the Non-Debtor Subsidiary Trustees in accordance with the Non-Debtor Subsidiary Trust Deed and the Plan, as applicable. The Non-Debtor Subsidiary Trustees may withhold from amounts distributable to any Person any and all amounts, determined in the Non-Debtor Subsidiary Trustees’ sole discretion, to be required by the Plan, the Non-Debtor Subsidiary Trust Deed, any law, regulation, rule, ruling, directive, treaty or other governmental requirement.

E. Trust Expenses: The Non-Debtor Subsidiary Trustee Costs will be paid to the Non-Debtor Subsidiary Trustees out of the Non-Debtor Subsidiary Trustee Costs Reserve portion of the Non-Debtor Subsidiary Trust.

F. Non-Debtor Subsidiary Indemnification Obligations: The Non-Debtor Subsidiary Trustees shall be indemnified out of the assets of the Non-Debtor Subsidiary Trust in respect of:

1. all liabilities and expenses properly incurred by them in the execution of the Non-Debtor Subsidiary Trust or of any powers vested in them relating to the Non-Debtor Subsidiary Trust, other than liabilities and expenses arising as a consequence of fraud and other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner they knew or ought to have known was in breach of trust, or gross negligence; and

2. all actions, proceedings, costs, expenses, claims, demands, losses, charges, damages, taxes, duties and other liabilities in respect of any matter or thing done or omitted in any way relating to the Non-Debtor Subsidiary Trust, other than liabilities arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner they knew or ought to have known was in breach of trust, or gross negligence.

G. Limitation on Personal Liability of Non-Debtor Subsidiary Trustees: For so long as one or more of the JPLs are serving as the Plan Administrator, any action seeking to hold the Non-Debtor Subsidiary Trustees personally liable for money damages based on any acts or omissions of the Non-Debtor Subsidiary Trustees (in their capacity as such) shall be justiciable solely in the courts of Bermuda. The Non-Debtor Subsidiary Trustees shall not be personally

liable for money damages based on any acts or omissions of the Non-Debtor Subsidiary Trustees (in their capacity as such) except for those damages determined by a final non-appealable order of the courts of Bermuda or, if none of the JPLs are serving as the Non-Debtor Subsidiary Trustees, a court of competent jurisdiction, as arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner the Non-Debtor Subsidiary Trustees knew or ought to have known was in breach of trust or gross negligence.

H. Investment of Trust Funds: The Non-Debtor Subsidiary Trustees have the right to invest or apply the assets in the Non-Debtor Subsidiary Trust as if they were absolutely and beneficially entitled to them, except that the Non-Debtor Subsidiary Trustees’ right to invest or apply the assets is restricted to (1) purchasing or subscribing for stocks, shares, debenture stocks, bearer securities or other investments; (2) placing monies on deposit with a bank, insurance company, building society, finance company or local authority; and (3) giving guaranties, indemnities or undertakings. The Non-Debtor Subsidiary Trustees will not be liable for any loss of, depreciation in or default upon any of the investments, securities, stocks or policies in which all or any part of the Non-Debtor Subsidiary Reserve or the Non-Debtor Subsidiary Trustee Costs Reserve may at any time be invested or applied, or for any delay in the investment or application of all or any part of the Non-Debtor Subsidiary Reserve or the Non-Debtor Subsidiary Trustee Costs Reserve, or for the safety of any securities or documents of title deposited by the Non-Debtor Subsidiary Trustees for safe custody, or for the exercise of any power vested in the Non-Debtor Subsidiary Trustees (and without prejudice to the generality of the foregoing for any waiver of the rights to any dividends attributable to any shares forming part of the Non-Debtor Subsidiary Reserve or Non-Debtor Subsidiary Trustee Costs Reserve, or the negligence or fraud of any agent employed by him or by any other Non-Debtor Subsidiary Trustee), or by reason of any other matter or thing, except that a Non-Debtor Subsidiary Trustee or a director, officer or employee of a corporate trustee shall be liable for any losses arising from: (1) his fraudulent or other dishonest conduct; (2) his knowingly or recklessly acting or omitting to act in a manner which he knew or ought to have known was in breach of trust or (3) gross negligence.

I. Termination of the Non-Debtor Subsidiary Trust: On the earlier of: (1) December 31, 2010 or (2) the date falling two days after the date on which each Non-Debtor Subsidiary Trust Claimant has received its proportion of the Non-Debtor Subsidiary Reserve required to satisfy all of its Non-Debtor Subsidiary Third Party Claims, the Non-Debtor Subsidiary Trust will be terminated. Upon termination of the Non-Debtor Subsidiary Trust, (a) any property remaining (not including Newco Equity) shall revert to Reorganized SCL for distributions in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof and (b) any Newco Equity remaining shall be canceled. The duties, responsibilities and powers of the Non-Debtor Subsidiary Trustees will terminate in accordance with the terms of the Non-Debtor Subsidiary Trust Deed.

ARTICLE VII.
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases:

1. Rejection of Executory Contracts and Unexpired Leases: Except as otherwise provided herein, each Executory Contract and Unexpired Lease shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract or Unexpired Lease: (a) is listed on the schedule of “Assumed Executory Contracts and Unexpired Leases” in the Plan Supplement; (b) has been previously assumed by the Debtors by Final Order of the Bankruptcy Court or has been assumed by the Debtors by order of the Bankruptcy Court as of the Effective Date, which order becomes a Final Order after the Effective Date; (c) is the subject of a motion to assume or reject pending as of the Effective Date; (d) is an Executory Contract related to any Intercompany Claim; or (e) is otherwise assumed pursuant to the terms herein; provided, however, that the Services Agreement will continue in effect through the Effective Date without being assumed or rejected; provided further that the Pension Schemes Settlement Agreement shall govern with respect to all obligations between and among the Debtors and the Pension Schemes or the Pension Schemes Trustees, as the case may be.

The Confirmation Order will constitute an order of the Bankruptcy Court approving such rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. Non-Debtor parties to Executory Contracts or Unexpired Leases that are deemed rejected as of the Effective Date shall have the right to assert any Claim on account of the rejection of such Executory Contracts or Unexpired Leases, including under section 502(g) of the Bankruptcy Code; provided that the Non-Debtor parties must comply with ARTICLE VII.B herein.

Further, the Plan Supplement will contain a schedule of “Rejected Executory Contracts and Unexpired Leases;” provided, however, that any Executory Contract and Unexpired Lease not previously assumed, assumed and assigned, or rejected by an order of the bankruptcy Court, and not listed in the schedule of “Rejected Executory Contracts and Unexpired Leases” will be rejected on the Effective Date, notwithstanding its exclusion from such schedule. Each contract and lease listed on the schedule of “Rejected Executory Contracts and Unexpired Leases” will be rejected only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease.

2. Assumption of Executory Contracts and Unexpired Leases: On the Effective Date, the Reorganized Debtors shall assume all of the Executory Contracts and Unexpired Leases listed on the schedule of “Assumed Executory Contracts and Unexpired Leases” in the Plan Supplement and all Indemnification Obligations; provided, however, that if either of the Creditors’ Committees provides written notice to the Debtors of its objection to the inclusion of one or more Executory Contracts or Unexpired Leases on the schedule of “Assumed Executory Contracts and Unexpired Leases” or to the Debtors’ proposed Cure Claim, then such contracts or leases may only be assumed by the Debtors by motion brought upon appropriate notice and opportunity to object. With respect to each such Executory Contract and Unexpired Lease listed on the schedule of “Assumed Executory Contracts and Unexpired Leases” in the Plan Supplement, the Debtors shall have designated a proposed amount of the Cure Claim, and the assumption of such Executory Contract and Unexpired Lease may be conditioned upon the disposition of all issues with respect to such Cure Claim. The Confirmation Order shall constitute an order of the Bankruptcy Court approving any such assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

a. Modification of Executory Contracts and Unexpired Leases Containing Equity Ownership Restrictions: Each Executory Contract and Unexpired Lease to be assumed under the Plan includes any modifications, amendments, supplements, restatements, or other agreements that in any manner affects such contract or lease, unless any such modification, amendment, supplement, restatement, or other agreement is rejected pursuant hereunder.

b. Proofs of Claim Based on Executory Contracts or Unexpired Leases that Have Been Assumed: Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases, including hereunder, except Proofs of Claim asserting Cure Claims, pursuant to the order approving such assumption, including the Confirmation Order, shall be deemed disallowed and expunged from the Claims Register as of the Effective Date without any further notice to or action, order or approval of the Bankruptcy Court.

3. Assignment of Executory Contracts and Unexpired Leases to Newco: On the Effective Date, except to the extent otherwise determined by the Debtors, all Executory Contracts and Unexpired Leases related to the Container Interests shall be automatically assumed and assigned to Newco pursuant to sections 365(f) and 1123 of the Bankruptcy Code, notwithstanding any restrictions on such assumption and assignment, and the Confirmation Order shall specifically provide for the approval of such assignments.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases: Notwithstanding anything in the Bar Date Order or the Employee Bar Date Order to the contrary, if the rejection of an Executory Contract or Unexpired Lease, including pursuant hereto, gives rise to a Claim by the non-Debtor party or parties to such contract or lease, such Claim will be forever barred and will not be enforceable against the Debtors, Newco, their respective successors or their respective properties unless a Proof of Claim is Filed and served on the Plan Administrator no later than 30 days after the Effective Date. All Allowed Claims arising from the rejection or repudiation of the Debtors’ Executory Contracts and Unexpired Leases shall be classified as Other Unsecured Claims against the applicable Debtor and shall be treated in accordance with ARTICLE III.B.3 and ARTICLE III.B.5.

C. Cure of Defaults for Executory Contract and Unexpired Leases Assumed Pursuant to the Plan: With respect to any Executory Contract or Unexpired Lease to be assumed pursuant hereto, all Cure Claims will be satisfied at the option of the Debtors or their assignee, if any, by payment of the Cure Claim in Cash on the Effective Date or as soon as reasonably practicable thereafter or on such other terms as the parties to each such Executory Contract or Unexpired Lease may otherwise agree without any further notice to or action, order or approval of the Bankruptcy Court.

Requests for payment of Cure Claims with respect to any Executory Contract or Unexpired Lease to be assumed pursuant hereto must be Filed and served on the Debtors or Newco no later than 30 days after the Effective Date. Holders of Cure Claims that do not File and serve such a request by such date shall be forever barred, estopped, and enjoined from asserting such Cure Claims against the Debtors, Reorganized SCL, Reorganized SCSL,

Reorganized SCC, Newco, or their respective property, and such Cure Claims shall be deemed discharged as of the Effective Date.

In the event of a dispute regarding: (1) the amount of any Cure Claim; (2) the ability of Newco or any assignee, as applicable, to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under such Executory Contract or Unexpired Lease to be assumed; or (3) any other matter pertaining to assumption or assumption and assignment of such Executory Contract or Unexpired Lease, the payment of any Cure Claim will be made following the entry of a Final Order resolving the dispute and approving the assumption of such Executory Contract or Unexpired Lease; provided, however, that Newco or any assignee, as applicable, may settle any dispute regarding the amount of any Cure Claim without any further notice to or action, order or approval of the Bankruptcy Court.

For assumptions of Executory Contracts or Unexpired Leases between Debtors, the Debtor assuming such contract may cure any monetary default: (1) by treating such amount as either a direct or indirect contribution to capital or distribution (as appropriate) or (2) through adjusting an intercompany account balance accordingly in lieu of payment in Cash.

D. Reservation of Rights: Neither the exclusion nor inclusion of any contract or lease by the Debtors on any Exhibit to the Plan, nor anything contained in the Plan, will constitute an admission by the Debtors that any such contract or lease is or is not in fact an Executory Contract or Unexpired Lease or that the Debtors or Newco, or their respective Affiliates, have any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, then the Debtors will have 30 days following entry of a Final Order resolving such dispute to amend their decision to assume or reject such contract or lease.

The Debtors, Reorganized SCL, Reorganized SCSL, Reorganized SCL, and Newco reserve the right, upon five Business Days’ notice to the Creditors’ Committees, to alter, amend, modify, or supplement the schedule of “Assumed Executory Contracts and Unexpired Leases” and “Rejected Executory Contracts and Unexpired Leases” until and including the Effective Date, or as otherwise provided by court order. The Creditors’ Committees will be deemed to have reserved their right to object to any proposed amendments, alterations, modifications or supplements to the schedules of “Assumed Executory Contracts and Unexpired Leases” and “Rejected Executory Contracts and Unexpired Leases” until the date that is five Business Days after receipt of the notice described in ARTICLE VII.D.

ARTICLE VIII.
PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims and Interests: After the Effective Date, Newco, the Reorganized Debtors, or the Plan Administrator, as applicable, shall have and retain any and all rights and defenses the Debtors had with respect to any Claim immediately prior to the Effective Date, including the Causes of Action referenced in ARTICLE IV.Q. Except as expressly provided herein, no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed under ARTICLE I.A.22 herein or the Bankruptcy Code.

B. Claims and Interests Administration Responsibilities: Except as otherwise specifically provided herein, after the Confirmation Date but before the Effective Date, the Debtors, and after the Effective Date, the Plan Administrator shall have authority to File, withdraw, or litigate to judgment, objections to any and all Claims. From and after the Effective Date, the Plan Administrator may compromise or settle any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; provided, however, any settlements of any Disputed Claim in an amount greater than $2 million shall be subject to notice and a hearing. The Plan Administrator shall have the sole authority to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court.

C. Estimation of Claims and Interests: Before the Effective Date, the Debtors, and after the Effective Date, the Plan Administrator may at any time request that the Bankruptcy Court estimate (a) any Disputed Claim pursuant to applicable law and (b) any contingent or unliquidated Claim pursuant to applicable law, including, without limitation, section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection; provided, however, the foregoing provision does not apply to the Equalization Claim, which shall be determined according to the Plan and the Pension Schemes Settlement Agreement. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall constitute either the Allowed amount of such Claim or a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the Plan Administrator may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. Notwithstanding any provision otherwise in the Plan, a Claim that has been disallowed or expunged from the Claims Register but that is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. All of the aforementioned Claims and objection, estimation and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

D. Expungement or Adjustment to Claims Without Objection: Any Claim that has been paid, satisfied, superseded, or compromised in full may be expunged on the Claims Register by the Plan Administrator, and any Claim that has been amended may be adjusted thereon by the Plan Administrator, in both cases without a claims objection having to be Filed and without any further notice to or action, order, or approval by the Bankruptcy Court. Further, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor, the Plan Administrator, Reorganized SCL, Reorganized SCSL, or Reorganized SCC, on account of such Claim, such Holder shall, within two weeks of receipt thereof, repay or return the distribution to the Plan Administrator, to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution hereunder. Beginning on the end of the first full calendar quarter that is at least 90 days after the Effective Date, the Plan Administrator shall File every calendar quarter a list of all Claims that have been paid, satisfied, superseded or amended during such prior calendar quarter.

The 1990 Pension Scheme Trustees have made demands for the payment of Section 75 Debts due from two non Affiliate Participating Employers of the 1990 Pension Scheme and may also make future demands for payment against other non Affiliate Participating Employers for a Section 75 Debt. Such claims may give rise to an indemnity claim against the Debtors or Non-Debtor Subsidiaries. Notwithstanding anything contained in this ARTICLE VIII.D, if any such non Affiliate Participating Employer makes a payment to the 1990 Pension Scheme or the 1990 Pension Scheme Trustees, as the case may be, in respect of such Section 75 Debts, the Allowed 1990 Pension Scheme Unsecured Claim will be reduced on a U.K. pound-for-pound basis by any net amount received by the 1990 Pension Scheme or the 1990 Pension Scheme Trustees, as the case may be, after deducting for costs of recovery. Any distributions previously received on account of the Allowed 1990 Pension Scheme Unsecured Claim shall be recalculated on the basis of the reduced Allowed 1990 Pension Scheme Unsecured Claim and the 1990 Pension Scheme or the 1990 Pension Scheme Trustees, as the case may be, shall transfer any incremental excess of such distribution to Reorganized SCL for distribution in accordance with ARTICLE IX. B.4 hereof. For the avoidance of doubt, nothing herein shall compromise, reduce, discharge or otherwise affect the Section 75 Debt claims of the 1990 Pension Scheme or the 1990 Pension Scheme Trustees, as the case may be, against such non Affiliate Participating Employers.

E. No Interest: Unless otherwise specifically provided for in the Plan or agreed to by the Debtors, the Confirmation Order, the DIP Facility, or a postpetition agreement in writing between the Debtors and a Holder of a Claim, postpetition interest shall not accrue or be paid on Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

F. Disallowance of Claims or Interests: The Debtors or the Plan Administrator, as applicable, shall retain all rights to commence and pursue any and all avoidance actions and other litigation under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code. Any and all Claims held by Entities from which property is recoverable by the Plan Administrator under sections 542, 543, 550, or 553 of the Bankruptcy Code or that the Debtors or the Plan Administrator allege is a transferee of a transfer avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code provided that the Debtors or the Plan Administrator have Filed an objection to such Claims or Filed an adversary proceeding against such Entities seeking recovery of such property or transfer, and Holders of such Claims may not receive any distributions on account of such Claim until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Plan Administrator; provided that in connection with any distributions made pursuant to the Plan, the Debtors shall provide notice to each such Entity that it shall not receive any distribution on account of such Claims (if any) until such time as such Causes of Action against such Entity are resolved.

EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE APPLICABLE BAR DATE SHALL BE DEEMED DISALLOWED AND

EXPUNGED FOR PURPOSES OF DISTRIBUTION OR ANY OTHER TREATMENT UNDER THE PLAN AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A BANKRUPTCY COURT ORDER.

G. Amendments to Claims: On or after the later of the Effective Date or the applicable deadline set by the Bankruptcy Court, a Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Plan Administrator, and any such new or amended Claim Filed shall be deemed disallowed in full and expunged without any further notice to or action, order, or approval by the Bankruptcy Court.

ARTICLE IX.
PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions on Account of Claims and Interests Allowed as of the Effective Date: Except as otherwise provided herein, a Final Order, or as agreed to by the relevant parties, on the Distribution Date, the Plan Administrator shall make initial distributions under the Plan on account of Allowed Claims on or before the Effective Date, including a Pro Rata distribution to the Equalization Claim Reserve; provided, however, that Allowed Priority Tax Claims, unless otherwise agreed, shall be paid (a) in full in Cash on the Distribution Date; (b) Cash or Cash Equivalents in an amount agreed to by the Debtors or the Plan Administrator, as applicable, and such Holder; provided, however, that such parties may further agree for the payment of such Allowed Priority Tax Claim at a later date.

B. Distributions on Account of Claims Allowed After the Effective Date or Assets Realized After the Effective Date:

1. Payments and Distributions on Disputed Claims and Interests: Except as otherwise provided in the Plan, a Final Order, or as agreed to by the relevant parties, distributions under the Plan on account of Disputed Claims that become Allowed after the Effective Date shall be made on the Periodic Distribution Date that is at least 30 days after the Disputed Claim becomes Allowed; provided, however, that Disputed Priority Tax Claims that become Allowed Priority Tax Claims after the Effective Date, unless otherwise agreed, shall be paid (a) in full in Cash on the Distribution Date; (b) Cash or Cash Equivalents in an amount agreed to by the Debtors or the Plan Administrator, as applicable, and such Holder; provided, however, that such parties may further agree for the payment of such Allowed Priority Tax Claim at a later date.

2. Special Rules for Distributions to Holders of Disputed Claims: Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the relevant parties: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim or a until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; (b) any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order and the Claims have been Allowed (or admitted under the Bermuda Scheme of Arrangement); and (c) the Plan Administrator shall

maintain a segregated, limited purpose reserve account for any distributions held back on account of Disputed Claims; for the avoidance of doubt, the foregoing rules will not apply to Claims relating to the Pension Schemes Settlement Agreement. In the event that there are Disputed Claims requiring adjudication and resolution, the Plan Administrator shall establish appropriate reserves for potential payment of such Claims. Subject to ARTICLE IX.C.5, all distributions made pursuant to the Plan on account of an Allowed Claim shall be made together with any dividends, payments, or other distributions made on account of, as well as any obligations arising from, the distributed property as if such Allowed Claim had been an Allowed Claim on the dates distributions were previously made to Holders of Allowed Claims included in the applicable Class or Holders of Admitted Non-Plan Third Party Claims.

3. Disputed Claims Reserve: On the Effective Date, the Plan Administrator shall maintain in reserve Newco Equity as the Disputed Claims Reserve to pay Holders of Allowed Claims pursuant to the terms of the Plan and the Bermuda Scheme of Arrangement. The amount of Newco Equity withheld as a part of the Disputed Claims Reserve for the benefit of a Holder of a Disputed Claim shall be equal to the number of shares the Plan Administrator estimates is necessary to satisfy the distributions required to be made pursuant to the Plan when each Disputed Claim is ultimately determined to be an Allowed Claim or is disallowed. Notwithstanding anything in the applicable Holder’s Proof of Claim, Bermuda Scheme Claim Form, or otherwise to the contrary, the Holder of a Disputed Claim shall not be entitled to receive or recover a distribution under the Plan on account of a Claim in excess of the amount: (a) stated in the Holder’s Proof of Claim, if any, or Bermuda Scheme Claim Form, if held by a Non-Plan Third Party Creditor, as of the Distribution Record Date; or (b) if the Claim is contingent or unliquidated as of the Distribution Record Date, the amount that the Plan Administrator elects to withhold on account of such claim in the Disputed Claims Reserve. As Disputed Claims are Allowed or become Admitted Non-Plan Third Party Claims, the Plan Administrator shall distribute, in accordance with the terms of the Plan, Newco Equity to Holders of Allowed SCL Other Unsecured Claims and Holders of Admitted Non-Plan Third Party Claims, and cancel any Newco Equity remaining accordingly.

4. Distributions for Assets Realized After the Effective Date: Subject to repayment of any claims entitled to priority under the liquidation of Reorganized SCL, payment of the Plan Administrator Costs and the Post-Emergence Costs, and satisfaction of the Newco Repatriation Note, as Reorganized SCL receives property that: (a) reverts upon termination of the Non-Debtor Subsidiary Trust, the Equalization-Related Employee Claim Trust, or the Professional Fee Escrow Account; (b) remains unclaimed or undistributed from the SCSL Unsecured Distribution; (c) reverts after the repatriation of cash from, or the liquidation or similar processes of, each of the Non-Debtor Subsidiaries; or (d) reverts as a result of the Plan Administrator’s pursuit of Causes of Action relating to, arising from, or on account of the Non-Container Interests, the Plan Administrator shall distribute, in accordance with the terms of the Plan, such property to Holders of Allowed Claims entitled to Pro Rata distributions from the SCL Unsecured Distribution, including a Pro Rata distribution to the Equalization Claim Reserve, to the extent the Equalization Escrow Account has not yet closed.

C. Delivery of Distributions

1. Record Date for Distributions: On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions pursuant to this ARTICLE IX shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date. Notwithstanding the foregoing, if a Claim, other than one based on a publicly traded Certificate, is transferred twenty or fewer days before the Distribution Record Date, the Plan Administrator shall make distributions to the transferee only to the extent practical and in any event only if the relevant transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

2. Plan Administrator and Distributions by Servicers: The Plan Administrator shall make all distributions required under the Plan, except that distributions to Holders of Allowed Claims governed by a separate agreement and administered by a Servicer shall be deposited with the appropriate Servicer, at which time such distributions shall be deemed complete, and the Servicer shall deliver such distributions in accordance with the Plan and the terms of the governing agreement.

The Debtors or the Plan Administrator, as applicable, shall pay to the Servicers all reasonable and documented fees and expenses of the Servicers without the need for any approvals, authorizations, actions or consents of the Bankruptcy Court. The Servicers shall submit detailed invoices to the Debtors or the Plan Administrator, as applicable, for all fees and expenses for which the Servicer seeks reimbursement and the Debtors or the Plan Administrator, as applicable, shall object in writing to those fees and expenses, if any, that they deem to be unreasonable. In the event that the Debtors or the Plan Administrator, as applicable, object to all or any portion of the amounts requested to be reimbursed in a Servicer’s invoice, the Debtors or the Plan Administrator, as applicable, and such Servicer shall endeavor, in good faith, to reach mutual agreement on the amount of the appropriate payment of such disputed fees and/or expenses. In the event that the Debtors or the Plan Administrator, as applicable, and a Servicer are unable to resolve any differences regarding disputed fees or expenses, either party shall be authorized to move to have such dispute heard by the Bankruptcy Court.

3. Delivery of Distributions in General: Except as otherwise provided herein, and notwithstanding any authority to the contrary, distributions to Holders of Allowed Claims shall be made to Holders of record as of the Distribution Record Date by the Plan Administrator or a Servicer, as appropriate: (a) to the signatory set forth on any of the Proofs of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have been notified in writing of a change of address); (b) at the addresses set forth in any written notices of address changes delivered to the Plan Administrator after the date of any related Proof of Claim; (c) at the addresses reflected in the Schedules if no Proof of Claim has been Filed and the Plan Administrator has not received a written notice of a change of address; (d) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf; or (e) to the signatory set forth on any Bermuda Scheme Claim Form filed by the holder or other representative identified therein (or the last known address of such holder if the Debtors have been notified in writing of a change of address). The Debtors and the Plan Administrator, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan.

4. Delivery of Distributions to Indenture Trustee: Consistent with Bankruptcy Rule 3003(c), the Debtors shall recognize the Proofs of Claim filed by the Indenture Trustee in respect of the Senior Notes. Accordingly, any Claim, proof of which is filed by the registered or Beneficial Holder of any Senior Note, may be disallowed as duplicative of the Claim of the Indenture Trustee, without need for further action or Bankruptcy Court order. The Distributions to be made under the Plan to Holders of Senior Notes shall be made to the Indenture Trustee, which, subject to the right of the Indenture Trustee to assert its Indenture Trustee Charging Lien against the Distributions, shall transmit the Distributions to the Holders of such Senior Notes. All payments to Holders of Senior Notes shall only be made to such Holders after the surrender by each such Holder of the Senior Note Certificates, or in the event that such Certificate is lost, stolen, mutilated or destroyed, upon the holder’s compliance with the requirements set forth in ARTICLE IX.C.12. Upon surrender of such Senior Note Certificates, the Indenture Trustee shall cancel and destroy such Senior Notes. As soon as practicable after surrender of Senior Note Certificates, the Indenture Trustee shall distribute to the holder thereof such Holders’ Pro Rata share of the Distribution, but subject to the rights of the Indenture Trustee to assert its Indenture Trustee Charging Lien against such Distribution.

5. Accrual of Dividends, Voting and Other Rights: For purposes of determining the accrual of dividends or other rights after the Effective Date, the Newco Equity (including Newco Equity held in the Equalization Escrow Account) shall be deemed distributed as of the Effective Date regardless of the date on which it is actually issued, dated, authenticated, or distributed even though the Plan Administrator shall not pay any such dividends or distribute such other rights until distributions of the Newco Equity actually take place.

The Plan Administrator, the Equalization Escrow Agent, the Non-Debtor Subsidiary Trustees, and the Equalization-Related Employee Claim Trustees shall agree to abstain from voting any shares of Newco Equity held by them until such shares are distributed or otherwise canceled under the Plan. Newco Equity held by the Plan Administrator, the Equalization Escrow Agent, the Non-Debtor Subsidiary Trustees, or the Equalization-Related Employee Claim Trustees shall not be counted for purposes of determining the presence of a quorum at any shareholder meeting or for any other purpose.

6. Compliance Matters: In connection with the Plan, to the extent applicable, the Plan Administrator shall comply with all tax withholding and reporting requirements imposed on it by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Plan Administrator shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms it believes are reasonable and appropriate. The Plan Administrator reserves the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances. For tax purposes, distributions in full or partial satisfaction of Allowed Claims shall be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that accrued on such Claims.

7. Foreign Currency Exchange Rate: Except as otherwise provided in the Plan, the Pension Schemes Settlement Agreement, or a Bankruptcy Court order, as of the Effective Date, any Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate as of Monday, October 16, 2006, as quoted at 4:00 p.m. (EDT), mid-range spot rate of exchange for the applicable currency as published in The Wall Street Journal, National Edition, on October 17, 2006. For the avoidance of doubt, (a) the exchange rate for Pounds shall be £1 = $1.8614; (b) the exchange rate for Euros shall be €1 = $1.2532; and (c) the exchange rate for Australian dollars shall be AU$1 = US$0.7544.

8. De Minimis, Undeliverable, and Unclaimed Distributions:

a. Fractional and De Minimis Distributions: Notwithstanding any other provision of the Plan, the Plan Administrator shall not be required to make distributions or payments of less than $50 (whether Cash or otherwise). Further, the Plan Administrator shall not be required to make a distribution to any Holder of an Allowed Claim if the amount to be distributed to such Holder on a particular Periodic Distribution Date would not constitute a final distribution to such Holder and is or has a value less than $100. The Plan Administrator shall not be required to distribute fractional shares of Newco Equity, but is permitted to round to the nearest whole share, with half shares or less being rounded down; provided that each time shares are rounded down, one share of Newco Equity will be canceled.

b. Undeliverable Distributions: If any distribution to a Holder of an Allowed Claim is returned to the Plan Administrator as undeliverable, no further distributions shall be made to such Holder unless and until the Plan Administrator is notified in writing of such Holder’s then-current address, at which time all currently due missed distributions shall be made to such Holder on the next Periodic Distribution Date. Undeliverable distributions shall remain in the possession of the Plan Administrator until such time as a distribution becomes deliverable, or such distribution reverts to Reorganized SCL or is canceled pursuant to ARTICLE IX.C.8.c. Undeliverable distributions shall not be entitled to any interest, dividends, or other accruals of any kind.

c. Reversion: Any distribution under the Plan that is an Unclaimed Distribution for a period of six months after distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and such Unclaimed Distribution (i) shall revest in Reorganized SCL for distribution in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof and (ii) to the extent such Unclaimed Distribution is Newco Equity, shall be deemed canceled. Upon such revesting, the Claim of any Holder or its successors with respect to such property shall be canceled, discharged, and forever barred notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary. This ARTICLE EX.C.8.c shall apply with equal force whether such distributions are issued by the Plan Administrator or made pursuant to any indenture or Certificate (but only with respect to the initial distribution by the Servicer to Holders that are entitled to be recognized under the relevant indenture or Certificate and not with respect to Entities to whom those recognized Holders distribute), notwithstanding any provision in such indenture or Certificate to the contrary and

notwithstanding any otherwise applicable federal or state escheat, abandoned, or unclaimed property law.

9. Manner of Payment Pursuant to the Plan: Any payment in Cash to be made pursuant to the Plan shall be made at the election of the Plan Administrator by check or by wire transfer. Checks issued by the Plan Administrator or applicable Servicer on account of Allowed Claims shall be null and void if not negotiated within ninety days after issuance, but may be requested to be reissued until the distribution revests in the Plan Administrator pursuant to ARTICLE IX.C.8.C The Debtors or the Plan Administrator, as applicable, may agree with any Holder of an Allowed Claim that is to receive Newco Equity under the Plan to satisfy such Allowed Claim with Cash generated from the sale of Newco Equity. Subject to applicable law, the Plan Administrator or one or more third-party brokers or dealers, may effectuate such sales of Newco Equity, and such Newco Equity sold shall be entitled to the exemption set forth in ARTICLE IV.B.2.a.

10. Letter of Transmittal to Holders of Senior Notes: As soon as practicable after the Effective Date, the Debtors with the cooperation of the Indenture Trustee shall send a letter of transmittal to each Holder of a Senior Note, advising such Holder of the effectiveness of this Plan and providing instructions to such Holder to effect the exchange of its Senior Notes for the Distributions to be made pursuant to this Plan. Delivery of any Senior Note will be effected, and risk of loss and title thereto shall pass, only upon delivery of such Senior Note to the Indenture Trustee in accordance with the terms and conditions of such letter of transmittal, such letter of transmittal to be in such form and have such other provisions as the Debtors may reasonably request.

11. Surrender of Canceled Instruments or Securities: On the Effective Date or as soon as reasonably practicable thereafter, each Holder of a Certificate shall surrender such Certificate to the Plan Administrator or a Servicer (to the extent the relevant Claim or Interest is governed by an agreement and administered by a Servicer), or to the Indenture Trustee for Holders of Senior Notes in accordance with ARTICLE DC.C.4. Such Certificate shall be canceled solely with respect to the Debtors and their Affiliates, subsidiaries, and successors, and such cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such Certificate. No distribution of property pursuant to the Plan shall be made to or on behalf of any such Holder unless and until such Certificate is received by the Plan Administrator or the Servicer, as applicable, or the unavailability of such Certificate is reasonably established to the satisfaction of the Plan Administrator or the Servicer, as applicable, pursuant to the provisions of ARTICLE IX.C.12. Any Holder who fails to surrender or cause to be surrendered such Certificate or fails to execute and deliver an affidavit of loss and indemnity acceptable to the Plan Administrator or the Servicer prior to the first anniversary of the Effective Date, shall have its Claim or Interest discharged with no further action, be forever barred from asserting any such Claim or Interest against Newco or its property, be deemed to have forfeited all rights, Claims, and Interests with respect to such Certificate, and not participate in any distribution under the Plan; provided further that all property with respect to such forfeited distributions, including any dividends or interest attributable thereto, shall revert to Newco, notwithstanding any federal or state escheat, abandoned, or unclaimed property law to the contrary. Notwithstanding anything contained herein, this ARTICLE IX.C.ll shall not apply to any Claims Reinstated pursuant to the terms of the Plan.

12. Lost, Stolen, Mutilated, or Destroyed Debt Securities: Any Holder of Allowed Claims evidenced by a Certificate that has been lost, stolen, mutilated, or destroyed shall, in lieu of surrendering such Certificate, deliver to the Plan Administrator or Servicer, if applicable, an affidavit of loss acceptable to the Plan Administrator or Servicer setting forth the unavailability of the Certificate, and such additional indemnity as may be required reasonably by the Plan Administrator or Servicer to hold the Plan Administrator or Servicer harmless from any damages, liabilities, or costs incurred in treating such Holder as a Holder of an Allowed Claim. Upon compliance with this procedure by a Holder of an Allowed Claim evidenced by such a lost, stolen, mutilated, or destroyed Certificate, such Holder shall, for all purposes pursuant to the Plan, be deemed to have surrendered such Certificate.

D. Setoff: The Plan Administrator may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Claim (before any distribution is made on account of such Claim), any claims, rights and Causes of Action of any nature that any of the Reorganized Debtors may hold against the Holder of any such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder constitutes a waiver or release by the Plan Administrator of any such claims, rights and Causes of Action that the Reorganized Debtors may possess against any such Holder. For the avoidance of doubt, the Plan Administrator’s foregoing right of setoff shall not apply to the Allowed Pension Schemes Unsecured Claims, the Allowed Pension Schemes Administrative Claims, the Allowed Equalization Claim, or the Equalization Determination Costs, except to the extent that the Pension Schemes Trustees recover value from former Participating Employers.

ARTICLE X.
SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Compromise and Settlement of Claims and Controversies: The allowance, classification, and treatment of all Allowed Claims and the respective distributions and treatments hereunder take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) and (c) of the Bankruptcy Code, or otherwise. As of the Effective Date, any and all such rights described in the preceding sentence are settled, compromised and released pursuant hereto. Pursuant to section 510 of the Bankruptcy Code, the Plan Administrator reserves the right to seek to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination relating thereto; provided, however, that the Plan Administrator shall not have the right to reclassify the Allowed Senior Note Claims, the Allowed Papenburger Claims, the Allowed Pension Schemes Unsecured Claims, the Allowed Pension Schemes Administrative Claims, the Allowed Equalization Claim, or the Equalization Determination Costs. Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim, or any distribution to be made on account of such an Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims,

Interests, controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and all Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of this Plan, and pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Plan Administrator may compromise and settle Claims against the Reorganized Debtors and Causes of Action against other Entities.

B. Releases by the Debtors: Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or the Plan Supplement, for good and valuable consideration provided by each of the Debtor Releasees, including, without limitation: (1) the discharge of debt and all other good and valuable consideration paid pursuant hereto or otherwise; and (2) the services of the Debtor Releasees in facilitating the expeditious implementation of the transactions contemplated hereby, on the Effective Date and effective as of the Effective Date, the Debtor Releasees are deemed released and discharged by each of the Debtors and the Estates from any and all claims, obligations, rights, suits, damages, Causes of Action, those Claims or actions set forth in ARTICLE VIII.F, remedies, and liabilities whatsoever, including any derivative claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, currently existing or hereafter arising, in law, at equity, whether for tort, fraud, contract, violations of federal or state securities laws or otherwise, that the Debtors or Newco, or their Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of any of the Debtors or any of their Estates, and further including those based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Debtor Releasees, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, the Pension Schemes Settlement Agreement or related agreements, instruments, or other documents, including, without limitation, the GE SeaCo Framework Agreement and the GE SeaCo Definitive Settlement Documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place, in each case to the extent incurred on or prior to the Effective Date, other than in each case claims or liabilities arising out of or relating to any act or omission of a Debtor Releasees that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily prudent person, and in a manner such Debtor Releasee reasonably believed to be in the best interests of the Debtors (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence; provided, however, that the foregoing “Debtor Release” shall not operate to release any claims, obligations, Causes of Action, or liabilities against any advisor (including, but not limited to, actuaries, attorneys, professional advisors, financial advisors, and consultants), or any director or officer, with a duty to or whom may otherwise be liable to the Debtors in respect of acts or omissions as of or prior to, October 15, 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalization Claim, the potential Equalization-Related Employee Claims, Equalization Determination Costs, and any costs incurred or funded by

SCL, SCSL and various Non-Debtor Subsidiaries in relation to the investigation, conduct, and determination of the potential Equalization Claim and the potential Equalization-Related Employee Claims.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Debtor Releasees, a good faith settlement and compromise of the claims released by the Debtor Release; (2) in the best interests of the Debtors and all Holders of Claims; (3) fair, equitable and reasonable; and (4) approved after due notice and opportunity for hearing; and (5) a bar to any of the Debtors or Reorganized SCL asserting any claim released by the Debtor Release against any of the Debtor Releasees.

C. Third Party Releases; As of the Effective Date, in consideration for the obligations of the Debtors and the Debtor Releasees under the Plan and the Cash, Cash Equivalents, other contracts, instruments, releases, agreements, or documents to be entered into or delivered in connection with the Plan, each Releasing Party is deemed to forever release, waive, and discharge the Debtors and the Debtor Releasees from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, currently existing or hereafter arising, in law, at equity, whether for tort, fraud, contract, violations of federal or state securities laws or otherwise, that are based on any act, omission, transaction, or other occurrence taking place on or prior to the Effective Date, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, or related agreements, instruments, or other documents, including, without limitation, the Pension Schemes Settlement Agreement, the GE SeaCo Framework Agreement and the GE SeaCo Definitive Settlement Documents, that such Releasing Party has, had, or may have against any of the Debtors or the Debtor Releasees and their respective properties (which release will be in addition to the discharge of claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code); provided, however, that the foregoing “Third Party Release” shall not operate to release (1) the Reorganized Debtors’ or Newco’s rights to enforce obligations, or the rights of creditors to enforce the Reorganized Debtors’ or Newco’s obligations, under the Plan and the contracts, instruments, releases, agreements, and documents delivered thereunder, (2) claims, obligations, Causes of Action, or liabilities against any advisor (including, but not limited to, actuaries, attorneys, professional advisors, financial advisors, and consultants), or any director or officer, with a duty to or whom may otherwise be liable to the Debtors in respect of acts or omissions as of or prior to, October 15, 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalization Claim, the potential Equalization-Related Employee Claims, Equalization Determination Costs, and any costs incurred or funded by

SCL, SCSL and various Non-Debtor Subsidiaries in relation to the investigation, conduct, and determination of the potential Equalization Claim and the potential Equalization-Related Employee Claims, and (3) any claims, obligations, Causes of Action, or liabilities held by any Releasing Party against its own advisors (including, but not limited to, actuaries, attorneys, professional advisors, financial advisors, and consultants); provided further that (a) solely as between and among the SCL Parties (as defined in the Mutual Release Agreement), on the one hand, and the GE/GE SeaCo Settlement Parties, on the other hand, with respect to claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities relating to or in connection with GE SeaCo and GE SeaCo America, to the extent of any inconsistency between this ARTICLE X.C and the Mutual Release Agreement, the Mutual Release Agreement shall govern and supersede the releases set forth in this ARTICLE X.C; and (b) this ARTICLE X.C shall not cause the release by any GE/GE SeaCo Settlement Party of any claims, obligations, rights, suits, damages, Causes of Action, remedies, or liabilities not based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the subject matter of, or the transactions or events giving rise to any Claim or Interest that is treated in the Plan, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, or related agreements, instruments, or other documents, including, without limitation, the GE SeaCo Framework Agreement and the GE SeaCo Definitive Settlement Documents, GE SeaCo, GE SeaCo America, or the Debtors’ relationship with GE SeaCo or GE SeaCo America against any Debtor Releasees (for the avoidance of doubt, commercial claims not related to GE SeaCo or GE SeaCo America of GE/GE SeaCo Settlement Parties against Non-Debtor Subsidiaries or Affiliates that are not Debtors shall not be released under this ARTICLE X.C); provided further that, to the extent (i) any Debtor Releasee in its capacity as a Releasing Party opts out of the releases on such party’s Ballot, and (ii) such Debtor Releasee asserts claims, obligations, rights, suits, damages, Causes of Action, remedies, or liabilities against another Debtor Releasee (the “Debtor Releasee Target”), the Debtor Releasee opting out of the release shall be excluded from, and shall not be entitled to the benefit of, the Third Party Release set forth in this ARTICLE X.C in connection with any claims, obligations, rights, suits, damages, Causes of Action, remedies, or liabilities that such Debtor Releasee Target may assert against it.

Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 of the Third Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, will constitute the Bankruptcy Court’s finding that such release is: (1) in exchange for the good and valuable consideration provided by the Debtors and the Debtor Releasees and the Releasing Parties, representing good faith settlement and compromise of the claims released herein; (2) in the best interests of the Debtors and all Holders of Claims; (3) fair, equitable, and reasonable; (4) approved after due notice and opportunity for hearing; and (5) a bar to any of the Releasing Parties asserting any claim released by the Releasing Parties against any of the Debtors or the Debtor Releasees or their respective property.

D. Exculpation: Except as otherwise specifically provided herein, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Exculpated Claim, except for any liability of any Exculpated Party that results from an act or omission that is determined in a Final Order to have constituted gross negligence or willful misconduct, but in all respects such Exculpated Party shall be entitled to reasonably rely upon the advice of counsel with respect to its duties and responsibilities pursuant to the Plan; provided that the foregoing exculpation shall not operate to release (1) any party’s right to enforce obligations under the Plan against the party owing such obligations and the contracts, instruments, releases, agreements, and documents delivered thereunder and (2) claims, obligations, Causes of Action, or liabilities against any advisor (including, but not limited to, actuaries, attorneys, professional advisors, financial advisors, and consultants), or any director or officer, with a duty to or whom may otherwise be liable to the Debtors in respect of acts or omissions as of or prior to, October 15, 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalization Claim, the potential Equalization-Related Employee Claims, Equalization Determination Costs, and any costs incurred or funded by SCL, SCSL and various Non-Debtor Subsidiaries in relation to the investigation, conduct, and determination of the potential Equalization Claim and the potential Equalization-Related Employee Claims. For the avoidance of doubt, the Debtors and the Reorganized Debtors (and each of their respective Affiliates, agents, directors, officers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the distributions of the Securities pursuant hereto, and therefore are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the distributions made pursuant hereto; provided further that (a) solely as between and among the Debtors, their subsidiaries, and affiliates that are SCL Parties (as defined in the Mutual Release Agreement), on the one hand, and the GE/GE SeaCo Settlement Parties, on the other hand, with respect to claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities relating to or in connection with GE SeaCo and GE SeaCo America, to the extent of any inconsistency between this ARTICLE X.D and the Mutual Release Agreement, the Mutual Release Agreement shall govern and supersede the exculpations set forth in this ARTICLE X.D; and (b)this ARTICLE X.D shall not cause the exculpation by any GE/GE SeaCo Settlement Party of any claims, obligations, rights, suits, damages, Causes of Action, remedies, or liabilities not based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the subject matter of, or the transactions or events giving rise to any Claim or Interest that is treated in the Plan, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, or related agreements, instruments, or other documents, including, without limitation, the GE SeaCo Framework Agreement and the GE SeaCo Definitive Settlement Documents, GE SeaCo, GE SeaCo America, or the Debtors’ relationship with GE SeaCo or GE SeaCo America against any Exculpated Parties (for the avoidance of doubt, commercial claims not related to GE SeaCo or GE SeaCo America of GE/GE SeaCo Settlement Parties against Non-Debtor Subsidiaries or Affiliates that are not Debtors shall not be exculpated under this ARTICLE X.D).

E. Injunction: Except as otherwise expressly provided herein, all Entities who have held, hold, or may hold claims, interests, Causes of Action, or liabilities against the Debtors, the Debtor Releasees, or the Exculpated Parties that have been released pursuant to ARTICLE X or are subject to exculpation pursuant to ARTICLE X.D are permanently enjoined and precluded, from and after the Effective Date, from: (1) commencing or continuing in any manner any suit, action or other proceeding of any kind against any Entity so released, discharged, or exculpated or the property or estate of any Entity so released, discharged, or exculpated on account of or respecting any such released, discharged, or exculpated claims, interests, Causes of Action, or liabilities; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against any Entity so released, discharged, or exculpated or the property or estate of any Entity so released, discharged, or exculpated on account of or respecting any such released, discharged, or exculpated claims, interests, Causes of Action, or liabilities; (3) creating, perfecting, or enforcing any Lien, claim, or encumbrance of any kind against any Entity so released, discharged, or exculpated or the property or estate of any Entity so released, discharged, or exculpated on account of or respecting any such released, discharged, or exculpated claims, interests, Causes of Action, or liabilities; (4) asserting any right of setoff or any right of subrogation that matured on or before any applicable claims bar dates in the Chapter 11 Cases of any kind against any obligation due from any Entity so released, discharged, or exculpated or the property or estate of any Entity so released, discharged, or exculpated on account of or respecting any such released, discharged, or exculpated claims, interests, Causes of Action, or liabilities unless such Holder has Filed a motion requesting the right to perform such setoff on or before the Confirmation Date, and notwithstanding an indication in a Proof of Claim or interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind against the Entity so released, discharged, or exculpated or the property or estate of any Entity so released, discharged, or exculpated on account of or in connection with or with respect to any such released, discharged, or exculpated claims, interests, Causes of Action, or liabilities released or settled pursuant to the Plan. Notwithstanding anything to the contrary in this ARTICLE X.E., the terms of this ARTICLE X.E. shall not apply to any creditor of the Non-Debtors Subsidiaries with respect to such creditor’s claims, interests, Causes of Action, or liabilities against any Non-Debtor Subsidiary.

F. Waiver or Estoppel: Except as otherwise provided herein, each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, the Creditors’ Committees or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date.

G. Special Provision Relating to SCA: No provision of or proceeding within the Debtors’ reorganization proceedings, the Plan, or the Confirmation Order shall in any way be construed as discharging, releasing, or relieving SCA from any liability with respect to the SCA Pension Plan or any other defined benefit pension plan under any law, governmental policy or

regulatory provision. The PBGC and the SCA Pension Plan shall not be enjoined or precluded from enforcing such liability against SCA by any of the provisions of the Plan or Confirmation Order.

ARTICLE XI.
ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS

A. Professional Claims

1. Final Fee Applications: All final requests for payment of Claims of a Professional shall be Filed no later than forty-five days after the Effective Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior Bankruptcy Court orders, the Allowed amounts of such Professional Claims shall be determined by the Bankruptcy Court.

2. Payment of Interim Amounts: Except as otherwise provided herein, Professionals shall be paid pursuant to the Interim Compensation Order.

3. Professional Fee Escrow Account: In accordance with ARTICLE XI.A.4, on the Effective Date, the Plan Administrator shall fund the Professional Fee Escrow Account with Cash equal to the aggregate Professional Fee Reserve Amount for all Professionals. The Professional Fee Escrow Account shall be maintained in trust for the Professionals with respect to whom fees or expenses have been held back pursuant to the Interim Compensation Order. The remaining amount of Professional Claims owing to the Professionals shall be paid by the Plan Administrator to such Professionals in Cash from the Professional Fee Escrow Account up to the maximum amount contained in the Professional Fee Escrow Account when such Claims are allowed by a Bankruptcy Court order. When all Professional Claims have been paid in full, amounts remaining in the Professional Fee Escrow Account, if any, shall be paid to Reorganized SCL for distribution in accordance with ARTICLE IV.B.10 and ARTICLE IX.B.4 hereof.

4. Professional Fee Reserve Amount: To receive payment for unbilled fees and expenses incurred through the Effective Date, on or before the Effective Date, the Professionals shall estimate their Accrued Professional Compensation prior to and as of the Effective Date and shall deliver such estimate to the Debtors no later than 30 days after Confirmation. If a Professional does not provide an estimate, the Plan Administrator may estimate the unbilled fees and expenses of such Professional; provided, however, that such estimate shall not be considered an admission with respect to the fees and expenses of such Professional. The total amount so estimated as of the Effective Date shall comprise the Professional Fee Reserve Amount.

5. Substantial Contribution Compensation and Expenses: Except as otherwise specifically provided in the Plan, any Entity who requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code must File an application and serve such application on counsel for the Debtors or the Plan Administrator, as applicable, the Creditors’ Committees and as otherwise required by the Bankruptcy Court and the Bankruptcy Code on or before the Administrative Claim Bar Date or be forever barred from seeking such compensation or expense reimbursement.

B. Other Administrative Claims: Except with respect to the Allowed Pension Schemes Administrative Claims and the Equalization Determination Costs, all requests for payment of an Administrative Claim must be Filed with the Claims and Solicitation Agent and served upon counsel to the Debtors or the Plan Administrator, as applicable, on or before the Administrative Claim Bar Date. Any request for payment of an Administrative Claim that is not timely Filed and served shall be disallowed automatically without the need for an objection by the Debtors or the Plan Administrator. On or after the Effective Date, the Plan Administrator may settle and pay any Administrative Claim in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. In the event that the Debtors or the Plan Administrator, as applicable, object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed by Final Order.

ARTICLE XII.
CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN

A. Conditions to Confirmation: The following are conditions precedent to Confirmation that must be satisfied or waived in accordance with ARTICLE XII.C:

1. The Bankruptcy Court shall have approved the Disclosure Statement, in a manner acceptable to the Debtors, in their sole and absolute discretion and after consultation with the Creditors’ Committees, as containing adequate information with respect to the Plan within the meaning of section 1125 of the Bankruptcy Code.

2. The most current version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been Filed in form and substance acceptable to the Debtors, in their sole and absolute discretion, subject to consultation with the Creditors’ Committees.

3. The proposed Confirmation Order shall be in form and substance acceptable to the Debtors in their sole and absolute discretion and after consultation with the Creditors’ Committees.

4. The GE SeaCo Definitive Settlement Documents shall have been approved as part of the Confirmation Order.

5. The SCL board of directors shall have issued all resolutions necessary to approve the Plan, the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement and any other actions necessary to effectuate the Plan.

6. The officers and directors of the Non-Debtor Subsidiaries shall have delivered the No Objection Letter.

B. Conditions Precedent to Consummation: The following are conditions precedent to Consummation that must be satisfied or waived in accordance with ARTICLE XII.C:

1. The Exit Facility shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof, and funding pursuant to the Exit Facility shall have occurred.

2. The Confirmation Order shall have become a Final Order in form and substance acceptable to the Debtors in their sole and absolute discretion.

3. The GE SeaCo Settlement Closing shall have taken place.

4. The Plan Administrator shall have accepted appointment.

5. The Bermuda Scheme of Arrangement has been sanctioned by order of the Bermuda Court which grants an order to this effect; and a copy of that order is delivered to the Registrar of Companies in Bermuda for registration.

6. Satisfaction of the conditions set forth in Article VII of the Pension Schemes Settlement Agreement or the waiver by the 1983 Pension Scheme Trustees in respect of any condition applying to the 1983 Pension Scheme and/or the waiver by the 1990 Pension Scheme Trustees in respect of any condition applying to the 1990 Pension Scheme.

C. Waiver of Conditions Precedent: At any time, the Debtors may waive ARTICLE XII.A.2, ARTICLE XII.A.4, ARTICLE XII.A.5, ARTICLE XII.A.6, ARTICLE XII.B.2, or ARTICLE XII.B.3 subject to two Business Days’ notice to the JPLs and the Creditors’ Committees and consultation with the Creditors’ Committees with regard to such waiver, without any notice to other parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm or consummate the Plan; provided, however, that the Debtors may only waive the condition precedent to Confirmation that the officers and directors shall have delivered the No Objection Letter if in the Debtors’ reasonable judgment, the failure to receive such letter would not materially affect the distributions or rights of parties other than the Non-Debtor Subsidiaries under the Plan; provided further that the Debtors may only waive the condition precedent to Consummation that the GE SeaCo Settlement Closing shall have taken place with the prior written consent to such waiver from GECC. A failure to satisfy or waive any condition to Confirmation or Consummation may be asserted as a failure of Confirmation or Consummation regardless of the circumstances giving rise to such failure (including any action or inaction by the party asserting such failure). The failure of the Debtors or Newco, as applicable, to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time.

D. Effect of Non-Occurrence of Conditions to Consummation: Each of the conditions to Consummation must be satisfied or duly waived pursuant to ARTICLE XII.C, if applicable. If prior to Consummation, the Confirmation Order is vacated by Bankruptcy Court order, then except as provided in any order of the Bankruptcy Court vacating the Confirmation Order, the Plan, the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement will be null and void in all respects, including the discharge of Claims and termination of Interests pursuant to the Plan and section 1141 of the Bankruptcy Code and the assumptions, assignments, or

rejections of Executory Contracts or Unexpired Leases pursuant to ARTICLE VII, and nothing contained in the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement or the U.K. Scheme of Arrangement shall: (1) constitute a waiver or release of any claims by or Claims or Causes of Action against or Interests in the Debtors (2) prejudice in any manner the rights of the Debtors, Holders of Claims or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking of any sort by the Debtors, Holders of Claims or any other Entity.

E. Satisfaction of Conditions Precedent to Confirmation: Upon entry of a Confirmation Order, each of the conditions precedent to Confirmation, as set forth in ARTICLE XII.A, shall be deemed to have been satisfied or waived in accordance with the Plan.

ARTICLE XIII.
MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments: Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors, subject to two Business Days’ notice to and consultation with the Creditors’ Committees, reserve the exclusive right to alter, amend, or modify materially the Plan or any exhibits included therein at any time prior to entry of the Confirmation Order and to solicit acceptances of any amendment to or modification of the Plan, if necessary, through and until the Effective Date. After the entry of the Confirmation Order and prior to Consummation, the Debtors may initiate proceedings in the Bankruptcy Court to amend or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Notwithstanding anything to the contrary herein, the Debtors shall not, without the prior written consent of GECC, at any time alter, amend, or modify the Plan or any exhibits included therein in any manner that would modify in any way the rights hereunder, including under the GE SeaCo Definitive Settlement Documents, of the GE/GE SeaCo Settlement Parties.

B. Effect of Confirmation on Modifications: Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of Plan: The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date and to File subsequent chapter 11 plans. If the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void except as may be set forth in a separate order entered by the Bankruptcy Court; and (3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims by or against or Interests in, the Debtors or any other Entity; (b) prejudice in any manner

the rights of the Debtors or any other Entity; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity.

ARTICLE XIV.
RETENTION OF JURISDICTION

A. Bankruptcy Court: Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, and except as provided in the Pension Schemes Settlement Agreement or the GE Definitive Settlement Documents, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases, the Debtors, and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount, or allowance of Claims;

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

3. determine whether any party in interest, including, without limitation, any party asserting a Claim, is subject to the jurisdiction of the Bankruptcy Court;

4. resolve any matters related to the assumption, assumption and assignment or rejection of any Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor or Newco may be liable and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including any Cure Claims;

5. ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of the Plan and adjudicate any and all disputes arising from or relating to distributions under the Plan;

6. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters that are pending as of the Effective Date or that may be commenced in the future, and grant or deny any applications involving a Debtor that may be pending on the Effective Date or instituted by the Plan Administrator or Newco after the Effective Date; provided that the Plan Administrator and Newco shall reserve the right to commence actions in all appropriate forums and jurisdictions;

7. adjudicate, decide, or resolve any and all matters related to Causes of Action;

8. adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;

9. enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases,

indentures, and other agreements or documents created in connection with the Plan, the Plan Supplement, or the Disclosure Statement;

10. resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or the Confirmation Order, or any Entity’s obligations incurred in connection with the Plan, including enforcement of any settlements approved pursuant to the Confirmation Order, except as provided in such settlements;

11. issue injunctions and enforce them, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

12. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, and other provisions contained in ARTICLE X and enter such orders as may be necessary or appropriate to implement or enforce such releases, injunctions, and other provisions;

13. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

14. enforce all orders previously entered by the Bankruptcy Court;

15. determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement;

16. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

17. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

18. determine whether a party is subject to jurisdiction of the Bankruptcy Court in the first instance;

19. hear any other matter not inconsistent with the Bankruptcy Code; and

20. enter an order or Final Decree concluding or closing the Chapter 11 Cases.

B. No Limitation on Bermuda Court: Notwithstanding the foregoing, nothing in this ARTICLE XIV shall be construed as a limitation on the jurisdiction of the Bermuda Court in the Bermuda Wind Up Proceedings or in respect of the Bermuda Scheme of Arrangement. After the Effective Date and except as set forth in the immediately following proviso, the Bermuda Court shall have exclusive jurisdiction over the liquidation of Reorganized SCL and the claims resolution process solely with respect to claims permitted to be filed against SCL in the Bermuda

Court; provided, however, the Bankruptcy Court shall have jurisdiction over actions, claims, or other matters impacting on the Plan or implementation of the Plan.

C. No Limitation on English Court: Notwithstanding the foregoing, nothing in this ARTICLE XIV shall be construed as a limitation on the jurisdiction of the English Court in the winding up proceedings initiated by SCSL in the English Court, in respect of the U.K. Scheme of Arrangement or the Debtor Affiliate Schemes of Arrangement or in respect of the determination of the Equalization Claim. After the Effective Date and except as set forth in the immediately following proviso, the English Court shall have exclusive jurisdiction over the liquidation of Reorganized SCSL; provided, however, the Bankruptcy Court shall have jurisdiction over actions, claims, or other matters impacting on the Plan or implementation of the Plan.

D. Limitation on Personal Liability for Plan Administrator: By accepting appointment as Plan Administrator, the Plan Administrator submits itself to the jurisdiction of the Bankruptcy Court for all purposes relating to the implementation, interpretation and enforcement of the Plan (and waives any jurisdictional defenses thereto); provided, however, (1) for so long as one or more of the JPLs are serving as the Plan Administrator, any action seeking to hold the Plan Administrator personally liable for money damages based on any acts or omissions of the Plan Administrator (in its capacity as such) shall be justiciable solely in the courts of Bermuda and (2) the Plan Administrator shall not be personally liable for money damages based on any acts or omissions of the Plan Administrator (in its capacity as such) except for those damages determined by a final non-appealable order of the courts of Bermuda or, if none of the JPLs are serving as the Plan Administrator, a court of competent jurisdiction, as arising as a consequence of fraud or other dishonest conduct, or knowingly or recklessly acting or omitting to act in a manner the Plan Administrator knew or ought to have known was in breach of trust or gross negligence. For the avoidance of doubt with respect to the preceding subclause (1), declaratory actions and actions seeking to enjoin the Plan Administrator (but not seeking monetary damages), or actions for sanctions relating to such injunctive relief, may be brought in the Bankruptcy Court.

ARTICLE XV.
MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect: Subject to ARTICLE XIII and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, Newco, the Plan Administrator, and any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described herein, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

B. Additional Documents: On or before the Effective Date, the Debtors may File such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, subject to consultation with the Creditors’ Committees. The Debtors, the Plan Administrator, or Newco, as applicable, and all other parties

in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Payment of Statutory Fees: All fees payable pursuant to section 1930(a) of title 28 of the United States Code after the Effective Date, as determined by the Bankruptcy Court at a hearing, shall be paid for each quarter (including any fraction thereof) prior to the closing of the Chapter 11 Cases when due or as soon thereafter as practicable.

D. Dissolution of Committees: On the Effective Date, the Creditors’ Committees shall be dissolved and their respective members shall be deemed released of all their duties, responsibilities, and obligations in connection with the Chapter 11 Cases or the Plan or its implementation; provided, however, that the Creditors’ Committees shall continue to exist for the limited purpose of: (1) preparing, filing, objecting, and prosecuting or defending any objections to Professional fee applications covering any period prior to the Effective Date; (2) prosecuting, defending, or participating in any motions for reconsideration, motions, appeals, or similar proceedings that relate to any motion, application, or order first Filed or entered prior to the Effective Date or relating to the implementation or interpretation of the Plan or the Pension Schemes Settlement Agreement; and (3) preparing, filing, objecting to or prosecuting substantial contribution claims. The reasonable and documented fees and expenses of the Professionals of the Creditors’ Committees arising in connection with the foregoing shall constitute obligations of Reorganized SCL and shall be paid by the Plan Administrator when due.

E. Reservation of Rights: Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court enters the Confirmation Order. Neither the Filing of the Plan, any statement or provision contained herein, nor the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of (1) any Debtor with respect to the Holders of Claims or Interests or any other Entity; or (2) any Holder of a Claim or Interest or other Entity prior to the Effective Date.

F. Successors and Assigns: The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, Affiliate, officer, director, agent, representative, attorney, beneficiary, or guardian, if any, of each Entity.

G. Service of Documents

1. After the Effective Date, any pleading, notice, or other document required by the Plan to be served on or delivered to the Plan Administrator shall be served on:

Debtors	Counsel to Debtors
Sea Containers Ltd.	Young Conaway Stargatt & Taylor
c/o Capital Tower	The Brandywine Building
91 Waterloo Road	1000 West Street, 17th Fl.
London, United Kingdom SE1 8RT	P.O. Box 391
Attn.: Laura Barlow	Wilmington, Delaware 19899-0391
	Attn.: Robert S. Brady, Esq.
	Attn.: Edmon L Morton, Esq.

	and

	Kirkland & Ellis LLP
	200 East Randolph Street
	Chicago, Illinois 60601
	Attn.:	David L. Eaton, Esq.
		David A. Agay, Esq.

United States Trustee	Counsel to the DIP Lenders
Office of the United States Trustee	Gibson, Dunn & Crutcher LLP
for the District of Delaware	200 Park Avenue, 47th Floor
844 N. King Street, Room 2207	New York, New York 10166-0193
Lock Box 35	Attn.: Janet M. Weiss, Esq.
Wilmington, Delaware 19801
Attn.: David L. Buchbinder, Esq.

Counsel to SCL Committee	Counsel to the SCSL Committee
Morris Nichols Arsht & Tunnell	Pepper Hamilton LLP
1201 North Market Street	1313 Market Street, Suite 5100
P.O. Box 1347	P.O. Box 1709
Wilmington, Delaware 19899-1347	Wilmington, Delaware 19899-1709
Attn.: William H. Sudell, Esq.	Attn.: David B. Stratton, Esq.

and	and

Bingham McCutchen LLP	Willkie Farr & Gallagher LLP
399 Park Avenue	787 Seventh Avenue
New York, New York 10022-4689	New York, New York 10019
Attn.: Ronald J. Silverman, Esq.	Attn.:	Marc Abrams, Esq.
		Michael J. Kelly, Esq.

The Plan Administrator
Sea Containers Ltd.
22 Victoria Street
Hamilton HM 12
Bermuda
Attn.: Laura Barlow

and

AP Services LLC
20 North Audley Street
London W1K 6WE
United Kingdom
Attn.: Laura Barlow

2. After the Effective Date, the Plan Administrator has authority to send a notice to Entities that to continue to receive documents pursuant to Bankruptcy Rule 2002, they must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Plan Administrator is authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

3. In accordance with Bankruptcy Rules 2002 and 3020(c), within ten Business Days of the date of entry of the Confirmation Order, the Debtors shall serve the Notice of Confirmation by United States mail, first class postage prepaid, by hand, or by overnight courier service to all parties having been served with the Confirmation Hearing Notice; provided, however, that no notice or service of any kind shall be required to be mailed or made upon any Entity to whom the Debtors mailed a Confirmation Hearing Notice, but received such notice returned marked “undeliverable as addressed,” “moved, left no forwarding address” or “forwarding order expired,” or similar reason, unless the Debtors have been informed in writing by such Entity, or are otherwise aware, of that Entity’s new address. To supplement the notice described in the preceding sentence, within twenty days of the date of the Confirmation Order the Debtors shall publish the Notice of Confirmation once in The Wall Street Journal (Global Edition), Financial Times, London Gazette, Royal Gazette, and Lloyd’s List. Mailing and publication of the Notice of Confirmation in the time and manner set forth in this paragraph shall be good and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is necessary.

4. Within ten Business Days of the occurrence of the Effective Date, the Plan Administrator shall serve the Notice of Effective Date by United States mail, first class postage prepaid, by hand, or by overnight courier service to all parties having been served with the Notice of Confirmation as set forth in ARTICLE XV.G.3 hereof. The Notice of Effective Date shall include notice of the Administrative Claim Bar Date, the Cure Bar Date and the bar date for filing Proofs of Claim for Claims arising from the Debtors’ rejection of an Executory Contract or Unexpired Lease.

H. Term of Injunctions or Stays: Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections

105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

I. Entire Agreement of the Parties: Except as otherwise indicated, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.

J. Governing Law: Except to the extent that the Bankruptcy Code, Bankruptcy Rules or Bermuda law apply or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection herewith (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance matters; provided, however, that corporate governance matters relating to Debtors not incorporated in New York shall be governed by the laws of the state or country of incorporation of the applicable Debtor, as applicable.

K. Exhibits: All exhibits and documents included in the Plan Supplement are incorporated into and are an integral part of the Plan that shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. After the exhibits and documents are Filed, copies of such exhibits and documents shall have been available upon written request to the Debtors’ counsel at the addresses above or by downloading such exhibits and documents from the Debtors’ private website at http://www.bmcgroup.com/scl or the Bankruptcy Court’s website at www.deb.uscourts.gov. To the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control.

L. Non-severability of Plan Provisions: All provisions of the Plan are integral thereto and no provision may be deleted or modified without the Debtors’ consent, in their sole discretion.

M. Conflicts: Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement, the Plan Supplement, or any other order (other than the Confirmation Order) referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Plan, the Plan shall govern and control.

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS	5

ARTICLE II. PENSION SCHEMES’ GENERAL UNSECURED CLAIMS	13

ARTICLE III. PENSION SCHEMES’ ADMINISTRATIVE EXPENSE CLAIMS	15

ARTICLE IV. PENSION SCHEMES’ EQUALIZATION CLAIM AND RESERVE	17

ARTICLE V. MUTUAL WAIVER AND RELEASE; UK IMPLEMENTATION	19

ARTICLE VI. VAT	23

ARTICLE VII. CONDITIONS TO WHICH SETTLEMENT AGREEMENT IS SUBJECT	25

ARTICLE VIII. REPRESENTATIONS AND WARRANTIES	26

ARTICLE IX. GENERAL COVENANTS	26

ARTICLE X. TERMINATION	29

ARTICLE XI. MISCELLANEOUS	30

SETTLEMENT AGREEMENT RESOLVING CLAIMS OF THE PENSION SCHEMES

This Settlement Agreement Resolving Claims of the Pension Schemes (the “Settlement Agreement”) is made as of [ ], by and among (a) Sea Containers Ltd. (“SCL”. and collectively with its direct and indirect Affiliates, the “SCL Group”), Sea Containers Services Limited (“SCSL”). and Sea Containers Caribbean, Inc. (“SCC”, and collectively with SCL and SCSL, the “Debtors”); (b) Capita ATL Pension Trustees Limited, Robert George Finch, Ian Frank Whiteman, David John Mellis and Brian Earnest Bennett as trustees of the Sea Containers 1983 Pension Scheme (the “1983 Scheme”); (c) Capita ATL Pension Trustees Limited and David Stocks as trustees of the Sea Containers 1990 Pension Scheme (the “1990 Scheme”, and together with the 1983 Scheme, the “Pension Schemes”); and (d) the Official Committee of Unsecured Creditors of Sea Containers Services Limited (the “SCSL Committee”) (each of the Debtors, the Pension Schemes, and the SCSL Committee are referred to herein as a “Party” and collectively as the “Parties”).

W I T N E S S E T H:

WHEREAS, the Pension Schemes are defined benefit pension schemes organized and regulated under the laws of England and Wales to provide pension and other benefits to and in respect of current and former employees of SCL and other companies which are or have been its Affiliates;

WHEREAS, on October 15, 2006 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, on October 17, 2006, the Bankruptcy Court entered an Order directing joint administration and procedural consolidation of the Debtors’ chapter 11 cases under Case No. 06-11156 (such cases, and any superseding case in which any of these chapter 11 cases shall be converted, the “Bankruptcy Cases”).(1) The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankcruptcy Code. No trustee or examiner has been appointed in these cases;

WHEREAS, on October 27, 2006, the United States Trustee (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors for Sea Containers Ltd. (the “Original SCL Committee”), consisting of, among others, certain SCL bondholders (the “Bondholders”) and the Pension Schemes;

WHEREAS, on January 23, 2007, the U.S. Trustee: (a) modified the membership of the Original SCL Committee to include only the Bondholders (as subsequently modified, the “SCL Committee”)(2); and (b) appointed the SCSL Committee, which is comprised of, inter alia, the Pension Schemes(3) (the SCL Committee and SCSL Committee together, the “Official Committees”);

WHEREAS, because SCSL (among others) was (and remains) unable to fully fund its pension obligations as required (without limitation) by each Pension Scheme’s

(1) After the Petition Date, the Supreme Court of Bermuda appointed joint provisional liquidators to monitor the general progress of the Bankcruptcy Cases.

(2) The U.S. Trustee subsequently modified the membership of the SCL Committee such that the SCL Committee is currently comprised of only one member, an indenture trustee.

(3) The membership of the SCSL Committee was modified on January 25, 2007. The membership also includes Robert George Finch, a member-nominated trustee of the 1983 Scheme.

governing rules, the Pensions Act 1995, and the Pensions Act 2004, prepetition the Trustees contacted TPR (as defined in Section 1.1 herein) with their concerns;

WHEREAS, subsequent to the Petition Date, TPR issued a warning notice that TPR was considering exercising its power to issue an FSD (as defined in Section 1.1 herein) under which SCL, as the ultimate corporate parent of SCSL, could be obligated to provide financial support for the portion of the Pension Schemes’ deficits attributable to SCSL, and, on April 26, 2007, TPR issued an amended warning notice in respect of an FSD against SCL;

WHEREAS, on June 15, 2007, upon review of the representations and other evidence submitted by SCL, TPR and the Trustees, the Determinations Panel of TPR, a committee established by TPR consisting of persons with legal, business and/or pension knowledge who cannot include (among others) any member or member of staff of TPR, concluded that it would be reasonable to issue an FSD against SCL in respect of the SCSL portion of the Pension Schemes’ deficits and so determined to issue such an FSD, and, on July 23, 2007, SCL referred the Determinations Panel’s determination to the Pensions Regulator Tribunal, TPR’s appellate review body, thereby preventing the FSD from being issued;

WHEREAS, on July 9 and July 12, 2007, respectively, the Trustees of the 1983 Scheme and the 1990 Scheme filed proofs of claims against each of the Debtors in the Bankruptcy Cases (collectively, the “Pension Schemes’ Claims”), asserting claims in excess of $240 million for the 1983 Scheme and in excess of $55 million for the 1990 Scheme;

WHEREAS, on September 17, 2007, the SCL Committee filed an objection to the Trustees’ proofs of claims, contesting the amount and validity of the Pension Schemes’ Claims and asserting that certain postpetition actions taken by TPR (as defined in Section 1.1 herein),

including the issuance of an FSD (as defined in Section 1.1 herein) against SCL, violate the automatic stay pursuant to section 362 of the Bankruptcy Code;

WHEREAS, beginning in March 2007, the Debtors facilitated a process of information exchanges and settlement negotiations among the SCSL Committee, the Trustees, and the SCL Committee with respect to the Pension Schemes’ Claims;

WHEREAS, in December 2007, after the SCL Committee disengaged from the Debtor-facilitated settlement negotiations, the Debtors commenced direct settlement negotiations with the Trustees and the SCSL Committee with respect to, among other issues, the amount and allowance of the Pension Schemes’ Claims;

WHEREAS, on January 31, 2008, SCL voluntarily withdrew the reference of the FSD to the Pensions Regulator Tribunal, and, on February 5, 2008, the Determinations Panel of TPR issued the FSD, thereby requiring SCL to put in place within 30 days financial support for any debt which may become due to the Trustees from SCSL by virtue of section 75 of the Pensions 1995 Act, or otherwise;

WHEREAS, on February 6, 2008, the Debtors, the Trustees, and the SCSL Committee agreed to a term sheet, subject to definitive documentation, allowing and settling the amount of the Pension Schemes’ Claims, among other issues(4);

WHEREAS, on February 18, 2008, the Debtors filed the Debtors’ Motion For Order Approving Settlement Regarding Pension Claims requesting the Bankruptcy Court enter

(4) Under the term sheet, the Pensions Schemes’ Claims are to be allowed and settled for an aggregate amount of $194 million ($153.8 million for the 1983 Scheme and $40.2 million for the 1990 Scheme), in addition to the establishment of the Equalization Claim Reserve. The agreed US dollar amounts of the Pension Schemes’ Claims were arrived at using an exchange rate of $2.05:1, discounted by 8.6%.

an order approving the terms of the settlement of the Pension Schemes’ Claims and authorizing the Debtors to enter into such a settlement; and

WHEREAS, each Party has determined that it is in their best interest to reach a settlement with respect to the Pension Schemes’ Claims and any related matters pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, and in order to settle the Pension Schemes’ Claims, and to facilitate the Debtors’ expeditious and effective reorganization, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Defined Terms. The following terms (which appear in this Settlement Agreement as capitalized terms) have the following meanings as used in this Settlement Agreement:

“1983 Newco” shall have the meaning set forth in Section 5.3 herein.

“1983 Scheme” shall have the meaning set forth in the introductory paragraph.

“1990 Newco” shall have the meaning set forth in Section 5.4 herein.

“1990 Scheme” shall have the meaning set forth in the introductory paragraph.

“Administrative Expense Claim” means a Claim for costs and expenses of administration that is entitled to administrative expense priority under sections 503(b) and 507(a)(2) of the Bankruptcy Code.

“Affiliate” means any entity as to which more than fifty percent (50%) of its outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by a Debtor. The defined term “Affiliate” also includes all successors and assigns of any such entity.

“Allowed Bondholder Claims” means the Bondholder Claims that are allowed in the Bankruptcy Cases.

“Allowed Equalization Claim” shall have the meaning ascribed to such term in Section 4.2 herein.

“Allowed Pension Scheme General Unsecured Claims” means Claims Nos. 55, 84, 74, and 136 which are allowed pursuant to Section 2.1 hereof for all purposes in the Bankruptcy Cases, together with any Allowed Equalization Claim.

“Applicable Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, Order, principle of common law, or judgment enacted, promulgated, issued, enforced or entered by any governmental Entity, or any other requirement or rule of law.

“Article 141 Amendments” shall have the meaning set forth in the definition of Equalization Claim herein.

“Bankruptcy Cases” shall have the meaning set forth in the recitals.

“Bankruptcy Code” shall have the meaning set forth in the recitals.

“Bankruptcy Court” shall have the meaning set forth in the recitals.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.

“Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as such term is defined in Bankruptcy Rule 9006(a)).

“Bondholder Claims” means the claims for payment of principal and prepetition interest in respect of the bonds issued under the outstanding SCL indenture agreements (including any supplements or amendments thereto) dated February 1, 1998, October 1, 1999, July 1, 2003, and May 1, 2004.

“Bondholders” shall have the meaning set forth in the recitals.

“Claim” means a claim as such term is defined in section 101(5) of the Bankruptcy Code.

“Consideration” shall have the meaning ascribed to such term in Section 2.2(a) herein.

“Contribution Notice” means notice to a person stating that the person is under an obligation to pay the sum specified in the notice pursuant to sections 38 or 47 of the U.K. Pensions Act 2004.

“Covered Matters” shall have the meaning ascribed to such term in Section 5.1 herein.

“Covered Parties” shall have the meaning ascribed to such term in Section 5.1 herein.

“Creditor Chapter 11 Advisory Fees” shall have the meaning ascribed to such term in Section 3.2 herein.

“Debtors” shall have the meaning set forth in the introductory paragraph.

“Effective Date” means, with respect to the Bankruptcy Cases, (a) the first Business Day that a Plan confirmed pursuant to section 1129 of the Bankruptcy Code becomes effective in accordance with its terms; or (b) the first Business Day that a trustee appointed pursuant to chapter 7 of the Bankruptcy Code makes distributions of property to prepetition unsecured creditors pursuant to section 726 of the Bankruptcy Code and other applicable sections of the Bankruptcy Code.

“Entity” means an entity as such term is defined in section 101(15) of the Bankruptcy Code (including defined terms used in such section of the Bankruptcy Code).

“Equalization Claim” means the additional cost calculated by the Pension Schemes’ Actuary (Mercer) as of November 30, 2007 of providing any benefits to any member of a Pension Scheme as a result of the operation of Article 141 of the Treaty of Rome (including costs resulting from the effect of amendments to the Pension Schemes’ benefit structure as determined by the English Court or by agreement of the Pension Schemes, purportedly introduced on or after May 17, 1990 in order to ensure compliance with that Article (the “Article

141 Amendments”‘) and also including any further amendments made or purportedly made in reliance on the purported effectiveness of or in connection with the Article 141 Amendments) that have not otherwise been taken into account by the Pension Schemes’ Actuary (Mercer) in calculating the Pension Schemes’ total shortfall claims under section 75 of the U.K. Pensions Act 1995.

“Equalization Determination Costs” shall have the meaning ascribed to such term in Section 4.5 herein.

“Equalization Claim Reserve” shall have the meaning ascribed to such term in Section 4.3 herein.

“Financial Support Direction” or “FSD” means a direction issued by the Determinations Panel of TPR pursuant to section 43 of the Pensions Act 2004, which requires the person or persons to whom it is issued to secure that: (a) financial support (within the meaning of Section 45 of the said Act) for a pension scheme is put in place within the period specified in the direction; (b) thereafter that financial support or other financial support remains in place while the scheme is in existence; and (c) TPR is notified in writing of prescribed events in respect of the financial support as soon as reasonably practicable after the event occurs.

“General Unsecured Claim” means, with respect to a Debtor, any prepetition claim against such Debtor other than priority, convenience and intercompany claims. A General Unsecured Claim does not include secured claims pursuant to section 506 or 553 of the Bankruptcy Code or claims subordinated pursuant to section 510 of the Bankruptcy Code. For avoidance of doubt, the Pension Schemes’ Claims and the Bondholder Claims are General Unsecured Claims.

“Official Committees” shall have the meaning set forth in the recitals.

“Order” means any judgment, order, injunction, writ, ruling, decree, stipulation or award of any court of competent jurisdiction, governmental Entity or private arbitration tribunal.

“Ordinary Course Expenses” means the non-chapter 11 related ordinary course expenses of a Pension Scheme including, but not limited to, PPF levies, insurance expenses, and audit, actuarial, Trustee and investment management fees.

“Original SCL Committee” shall have the meaning set forth in the recitals.

“Party” shall have the meaning set forth in the introductory paragraph.

“Pension Protection Fund” or “PPF” means the U.K. statutory body corporate established under section 107 of the U.K. Pensions Act 2004 and called the Board of the Pension Protection Fund.

“Pension Schemes” shall have the meaning set forth in the introductory paragraph.

“Pension Schemes’ Allowed Administrative Expense Claims” means the Pension Schemes’ Administrative Expense Claims in respect of, inter alia, the Pension Schemes’ Ordinary Course Expenses which are allowed for all purposes in the Bankruptcy Cases pursuant to Section 3.1 of the Settlement Agreement in the amount of $5.0 million.

“Pension Schemes’ Claims” shall have the meaning set forth in the recitals.

“Petition Date” shall have the meaning set forth in the recitals.

“Plan” shall have the meaning set-forth in Section 2.2 herein.

“SCC” shall have the meaning set forth in the introductory paragraph.

“SCL” shall have the meaning set forth in the introductory paragraph.

“SCL Committee” shall have the meaning set forth in the recitals.

“SCL Group” shall have the meaning set forth in the introductory paragraph.

“SCSL” shall have the meaning set forth in the introductory paragraph.

“SCSL Committee” shall have the meaning set forth in the introductory paragraph.

“Settlement Agreement” shall have the meaning set forth in the introductory paragraph.

“Settlement Approval Order” means an Order of the Bankruptcy Court approving this Settlement Agreement pursuant to, inter alia. Bankruptcy Rule 9019 and section 105 of the Bankruptcy Code.

“Settlement Motion” means the motion seeking approval and entry of the Settlement Approval Order.

“The United Kingdom Pensions Regulator” or “TPR” means the U.K. statutory body corporate established by section 1 of the U.K. Pensions Act 2004 and whose main objectives, as set out in section 5 of the U.K. Pensions Act 2004, include to protect the benefits of or in respect of members of work-based pension schemes, to promote, and to improve

understanding of, the good administration of work-based pension schemes, and to reduce the risk of situations arising which may lead to compensation being payable from the PPF.

“Trustees” means the trustees of the 1983 Scheme and/or the 1990 Scheme as the context requires.

“U.K.” means the United Kingdom. •

“U.S. Trustee” shall have the meaning set forth in the recitals.

“VAT” means the value added tax charged on the value of certain goods and services supplied under U.K. law principally pursuant to the U.K. Value Added Tax Act 1994.

SECTION 1.2. Other Definitional Provisions.

(a) The words “herein”, “hereof, “hereto”, “hereunder” and others of similar import refer to the Settlement Agreement as a whole and not to any particular section, subsection or clause contained in the Settlement Agreement, unless the context requires otherwise.

(b) The meanings given to terms defined herein shall be equally applicable to both singular and plural forms of such terms. Words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(c) Whenever the words “include”, “includes”, or “including” are used in this Settlement Agreement, they shall be deemed to be followed by the words “without limitation.”

(d) Any term used in this Settlement Agreement that is not defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning assigned to that

term in (and shall be construed in accordance with the rules of construction under) the Bankruptcy Code or the Bankruptcy Rules. Without limiting the foregoing, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Settlement Agreement, unless superseded herein; provided, however, the rule of construction set forth in section 102(5) of the Bankruptcy Code shall not apply to the Settlement Agreement.

(e) In computing any period of time prescribed or allowed by this Settlement Agreement the provisions of Bankruptcy Rule 9006(a) shall apply, unless superseded herein.

ARTICLE II.

PENSION SCHEMES’ GENERAL UNSECURED CLAIMS

SECTION 2.1. Pension Schemes’ Allowed General Unsecured Claims. Subject to the satisfaction of the conditions set forth in Section 7.1 hereof: a) Claims Nos. 55 and 84 filed by the 1983 Scheme shall be allowed against SCL in the aggregate amount of $153.8 million for all purposes in the Bankruptcy Cases, and shall be treated as a prepetition General Unsecured Claim pari passu with all other General Unsecured Claims (including, for avoidance of doubt, the Bondholder Claims); b) Claims Nos. 74 and 136 filed by the 11990 Scheme shall be allowed against SCL in the aggregate amount of $40.2 million for all purposes in the Bankruptcy Cases, and shall be treated as a prepetition General Unsecured Claim pari passu with all other General Unsecured Claims (including, for avoidance of doubt, the Bondholder Claims); c) the 1983 Scheme’s Claims against SCSL and SCC (Claims Nos. 56, 57, 83, and 85) shall be extinguished and discharged; and d) the 1990 Scheme’s Claims against SCSL and SCC (Claims Nos. 73, 75, 137, and 138) shall be extinguished and discharged.

SECTION 2.2. Plan Terms.

(a) Any plan proposed and confirmed pursuant to section 1129 of the Bankruptcy Code with respect to the Debtors (a “Plan”), and any distributions of property of the Debtors’ estates to prepetition unsecured creditors made pursuant to section 726 of the Bankruptcy Code by a trustee appointed under chapter 7 of the Bankruptcy Code shall be subject to the condition that the Pension Schemes shall receive on account of the Allowed Pension Scheme General Unsecured Claims the same consideration per dollar of Allowed Claim as the Bondholders receive per dollar of Allowed Bondholder Claims (“Consideration”): provided, however, that if the Bondholder Claims are divided into different classes, then the Pension Schemes shall receive the highest amount of consideration per dollar of Allowed Claim paid to any class of Bondholder Claims.

(b) The Debtors understand that the Pension Schemes intend to seek certain proportional governance rights and a shareholders agreement in connection with the Debtors’ emergence from bankruptcy. Accordingly, the parties will negotiate in good faith with respect to shareholder protections and corporate governance. For the avoidance of doubt, the support of the Pension Schemes for any Plan is subject to satisfactory resolution of such matters, and nothing contained in this Agreement obligates the Pension Schemes to vote in favor of, consent to, or not object to, any Plan.

SECTION 2.3. Other Creditors of SCSL; Subrogation. The Parties recognize and acknowledge that a part of the Allowed Pension Scheme General Unsecured Claims include recoveries on amounts for which SCSL and the Pension Schemes’ participating employers are, could be or could have been liable. As such, the Parties shall negotiate in good-faith an

arrangement which ensures that the creditors of SCSL and SCL’s other subsidiaries do not receive disproportionate recoveries as a result of the Allowed Pension Scheme General Unsecured Claims. Such arrangement shall include granting to SCL upon the consummation of this Settlement Agreement (including distribution to the Pension Schemes on account of the Allowed Pension Schemes General Unsecured Claims) rights of subrogation with respect to all rights and claims of the Pension Schemes against all Affiliates not inconsistent with the terms of this Agreement.

ARTICLE III.

PENSION SCHEMES’ ADMINISTRATIVE EXPENSE CLAIMS

SECTION 3.1. Amount of Pension Schemes’ Allowed Administrative Expense Claims. The 1983 Scheme shall have an allowed Administrative Expense Claim in the amount of $[4 million / 3.7 million]. The 1990 Scheme shall have an allowed Administrative Expense Claim in the amount of $[1 million/1.3 million]. Upon entry of the Settlement Approval Order, the Pension Schemes’ Allowed Administrative Expense Claims shall be paid in cash, in full, in dollars, within three (3) Business Days, by wire transfer to the accounts set forth on Schedule 3.1. The Pension Schemes’ Allowed Administrative Expense Claims shall not be reduced for any VAT reimbursed by the Debtors to the Pension Schemes with respect to such Administrative Expense Claim.

SECTION 3.2. Creditor Chapter 11 Advisory Fees. The Pension Schemes acknowledge that the Debtors currently do not intend to support the payment as an Administrative Expense Claim of any chapter 11 related professional advisory fees incurred by any pre-petition creditors (the “Creditor Chapter 11 Advisory Fees”). If (a) any Debtor agrees to pay, or support payment of, any such Creditor Chapter 11 Advisory Fees, or if any Debtor fails to object to the payment

of any such Creditor Chapter 11 Advisory Fees, the Pension Schemes shall be reimbursed on a comparable basis (including comparable court or other approval procedures) for their Creditor Chapter 11 Advisory Fees; provided, however, that any such additional reimbursement to the Pension Schemes shall (i) not exceed the amount of any other Creditor Chapter 11 Advisory Fees on a percentage basis (i.e., fees awarded over fees requested); and (ii) reduce the Allowed Pension Scheme General Unsecured Claims to the extent such additional reimbursement exceeds the sum of the expenses incurred by the Pension Schemes after November 1, 2007 plus any other expenses incurred by a Pension Scheme, including Ordinary Course Expenses, that are not part of the Allowed Pension Scheme General Unsecured Claims; or (b) in the absence of a Debtor agreeing to pay or supporting payment of such reimbursement or notwithstanding the Debtor’s objection any such Creditor Chapter 11 Advisory Fees are allowed by the Bankruptcy Court, the Pension Schemes may seek reimbursement on a comparable basis (including comparable court or other approval procedures) for their Creditor Chapter 11 Advisory Fees; provided, however, that in the case of clause (b) hereof: (i) the Debtors reserve all rights to object to such additional reimbursement; (ii) any such additional reimbursement to the Pension Schemes shall not exceed the amount of any other Creditor Chapter 11 Advisory. Fees on a percentage basis (i.e., fees awarded over fees requested); and (iii) any such additional reimbursement to the Pension Schemes shall reduce the Allowed Pension Scheme General Unsecured Claims to the extent-such additional reimbursement exceeds the sum of the expenses incurred by the Pension Schemes after November 1, 2007 plus any other expenses incurred by a Pension Scheme, including Ordinary Course Expenses, that are not part of the Allowed Pension Scheme General Unsecured Claims. For the avoidance of doubt, professional fees incurred by the Official Committees, any

of the Debtors’ debtor-in-possession financing lenders, or any exit facility financing lender, in such party’s capacity as such, shall not be considered Creditor Chapter 11 Advisory Fees.

ARTICLE IV.

PENSION SCHEMES’ EQUALIZATION CLAIM AND RESERVE

SECTION 4.1. Determination of the Equalization Claim. The liability of each Pension Scheme, if any, for the Equalization Claim shall be determined by an English court of competent jurisdiction unless (a) such liability is agreed to by SCL and the Pension Scheme in question, and (b) to the extent such liability is agreed to prior to the Effective Date, SCL obtains Bankruptcy Court approval for its consent. If such liability is established or agreed, the amount of the Equalization Claim shall be determined by the Pension Schemes’ actuary using a method and assumptions consistent with section 75 of the U.K. Pensions Act 1995 as of, and at the exchange rate applicable on, November 30, 2007 of $2.05 per pound, discounted by 8.6%. The bases, methods and assumptions of the calculation shall be provided to SCL.

SECTION 4.2. Allowance of Equalization Claim. Upon determination of the amount of any Equalization Claim by the Pension Schemes’ actuary pursuant to Section 4.1 hereof, such amount, if any, shall be allowed (the “Allowed Equalization Claim”), and such allowed amount shall be added to and become part of the Allowed Pension Scheme General Unsecured Claims, as applicable.

SECTION 4.3. Equalization Claim Reserve. Prior to making any distributions in these Bankruptcy Cases, a reserve of Consideration on account of an Equalization Claim in the amount of $69 million (the “Equalization Claim Reserve”) shall be established on the Effective Date. The Allowed Equalization Claim shall be added to and treated as if it were part of the Allowed

Pension Scheme General Unsecured Claims (i.e., subject to the provisions of Sections 2.2 and 2.3). The Equalization Claim Reserve shall be allocated between the Pension Schemes pursuant to the instructions of the Trustees. The Allowed Equalization Claim, once established pursuant to a final determination or upon dismissal of any appeal, shall be paid out of the Equalization Claim Reserve. Any amount remaining upon the final pay out from the Equalization Claim Reserve shall be released from the Equalization Claim Reserve and treated in accordance with the Plan or further Bankruptcy Court order.

SECTION 4.4. Structure of Equalization Claim and Reserve. The Pension Schemes and Debtors will in good-faith work to determine the most efficient way to achieve an expeditious determination by an English court with respect to the Equalization Claim and to structure the Equalization Claim Reserve pending such determination.

SECTION 4.5. Equalization Determination Costs. The Debtors will pay the reasonable costs of each Pension Scheme in determining the liability of each Pension Scheme, if any, for the Equalization Claim (the “Equalization Determination Costs”), whether by resolution of an English court of competent jurisdiction, or by agreement between the Pension Schemes and the Debtors, together with the reasonable costs of each representative beneficiary involved in such process, such costs to be assessed, if not agreed, by an English court of competent jurisdiction on the solicitor and client basis set out in Rule 48.8 of the Civil Procedure Rules of the English Court. The Equalization Determination Costs will be paid in cash as an Administrative Expense Claim and/or a post-emergence expense, as the case may be, and in each case shall be promptly paid in U.K. pounds within thirty (30) days of invoice.

SECTION 4.6. Enforcement. The Debtors’ agreement to the payment of the Equalization Determination Costs is also given for the benefit of the prospective representative beneficiaries, and may be enforced by them against the Debtors.

ARTICLE V.

MUTUAL WAIVER AND RELEASE; UK IMPLEMENTATION

SECTION 5.1. Mutual Release. Subject to the satisfaction of the conditions set forth in Section 5.5 hereof:

(a) each Debtor, for itself and its estate, subsidiaries, Affiliates, successors and assigns (and including any trustee appointed under the Bankruptcy Code), waives, releases and forever discharges the Pension Schemes, the Trustees, and the SCSL Committee, as the case may be, and, solely in their capacity as such, each current or former officer, director, partner, member, employee, agent, or counsel of the foregoing (the “Covered Parties”) from any and all claims, obligations, demands, actions, causes of action and liabilities, related to or involving section 362 of the Bankruptcy Code, the FSD proceedings, the TPR’s issuance of a warning notice or FSD (collectively, the “Covered Matters”) which any such Debtor, subsidiary, Affiliate, successor or assign had, now has, or may ever have (the “Releases”). For the avoidance of doubt, the Covered Matters do not include any obligations of the Covered Parties under this Agreement or any rights, defences or claims of any parties arising out of or in connection with the Equalization Claim. Each Debtor agrees to use commercially reasonable efforts to support the Covered Parties with respect to the Covered Parties’ positions on Covered Matters. Each Debtor, for itself and its estate, subsidiaries, Affiliates, successors and assigns (and including any trustee appointed under the Bankruptcy Code), waives the applicability, if any, of section 362(a) of the Bankruptcy Code with respect to the FSD proceedings nunc pro tunc to the Petition Date.

(b) each Pension Scheme, for itself and its successors and assigns, hereby waives, releases and forever discharges the Debtors and each of their Affiliates, as the case may be, and, solely in their capacity as such, each current or former officer, director, partner, member, employee, agent, or counsel of the foregoing from any and all claims, obligations, demands, actions, causes of action and liabilities, related to or involving the Covered Matters which such Pension Scheme ever had, now has, or may ever have; provided, however, that each Pension Scheme does not waive, release or discharge any Debtor from any of its obligations under this Settlement Agreement.

(c) The consequences of the foregoing waiver provisions have been explained to each of the Parties by their respective counsel. Each Party acknowledges that it may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true with respect to the subject matter of the Settlement Agreement,and agrees that this Settlement Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof.

SECTION 5.2. PPF entry. Each of the Debtors shall use commercially reasonable efforts not inconsistent with the terms of this Agreement to ensure to the reasonable satisfaction of the Trustees of each of the Pension Schemes that each of the Pension Schemes:

(a) is eligible to enter the PPF notwithstanding the foregoing waiver provisions; and

(b) is able to trigger a PPF assessment period.

SECTION 5.3. 1983 Scheme. Without limiting or being limited by Section 5.2:

(a) the Debtors shall take all action reasonably requested by the Trustees not inconsistent with the terms of this Agreement to cause:

(i) a new company nominated by the Trustees (“1983 Newco”) to be substituted as Principal Employer of the 1983 Scheme; and

(ii) employees of 1983 Newco to become active members of the 1983 Scheme accruing defined benefits on terms specified by the Trustees;

(b) thereafter the Debtors shall cause all of their Affiliates continuing to participate in the 1983 Scheme to cease to participate;

(c) unless waived by the Trustees, in writing, in respect of any Debtor or Affiliate which is or was a participating employer in relation to the 1983 Scheme and in respect of which a debt is outstanding pursuant to section 75 of the U.K. Pensions Act 1995 (a “section 75 debt”), SCL shall, and shall cause its Affiliates, as the case may be, to enter into a legally enforceable agreement with the Trustees, as part of an arrangement under section 899 of the U.K. Companies Act 2006 (as successor to section 425 of the U.K. Companies Act 1985 by operation of section 1297 of the U.K. Companies Act 2006), the effect of which is to reduce the amount of any section 75 debt due to the 1983 Scheme from such Debtor or Affiliate which may be recovered by, or on behalf of, the Trustees.

SECTION 5.4. 1990 Scheme. Without limiting or being limited by Section 5.2:

(a) the Debtors shall take all action reasonably requested by the Trustees not inconsistent with the terms of this Agreement to cause:

(i) a new company nominated by the Trustees (“1990 Newco”) to be substituted as Principal Employer of the 1990 Scheme; and

(ii) employees of 1990 Newco to become active members of the 1990 Scheme accruing defined benefits on terms specified by the Trustees.

(b) thereafter the Debtors shall cause all of their Affiliates continuing to participate in the 1990 Scheme to cease to participate;

(c) the Debtors agree that any distributions made to the Trustees pursuant to this Settlement Agreement and any Plan or chapter 7 liquidation or foreign proceeding or liquidation may be applied to satisfy the outstanding section 75 debts of current or former participants in the 1990 Scheme in such order as the Trustees may reasonably determine.

(d) to the extent that the distribution applied to any Affiliate pursuant to Section 5.4(c) above, does not constitute payment of the full amount of its section 75 debt for the purposes of Condition A of regulation 1(3)(b) of the Pension Protection Fund (Multi-Employer) (Modification) Regulations 2005, the Debtors shall cause each such Affiliate to enter into a legally enforceable agreement with the Trustees, as part of an arrangement under section 899 of the U.K. Companies Act 2006 (as successor to section 425 of the U.K. Companies Act 1985 by operation of section 1297 of the U.K. Companies Act 2006), the effect of which is to reduce the amount of any section 75 debt due to the 1990 Scheme from such Affiliate which may be recovered by, or on behalf of, the Trustees or in the case of SeaCat Scotland Guernsey Limited that the High Court of Justice in England makes an order for its winding up, in which winding up event, there shall be no release of any section 75 debt that is or may become due from SeaCat Scotland Guernsey Limited to the 1990 Scheme and accordingly the subrogation provision at Section 2.3 above shall not apply to the same.(5)

(5)SeaCat Scotland Guernsey Limited is a non-trading company with no assets other than an immaterial intercompany receivable. Its only liabilities are to pension schemes.

SECTION 5.5. Conditions. The releases in Section 5.1 are conditional upon:

(a) the steps set forth in Section 5.3 being completed to the reasonable satisfaction of the Trustees (including, in respect of each relevant Debtor or Affiliate, the entry into a legally enforceable agreement with the Trustees not inconsistent with the terms of this Agreement, as part of an arrangement under section 899 of the U.K. Companies Act 2006 (as successor to section 425 of the U.K. Companies Act 1985 by operation of section 1297 of the U.K. Companies Act 2006));

(b) alternatively to (a), that such other steps not inconsistent with the terms of this Agreement as may be agreed between the Debtors and the Trustees are completed to the reasonable satisfaction of the Trustees;

(c) the steps referred to in Section 5.4 (that is (i) the steps relating to 1990 Newco, (ii) the distributions pursuant to this Settlement Agreement and related plan or Chapter 7 and (iii) schemes of arrangement or winding up) are completed to the reasonable satisfaction of the 1990 Trustees; and

(d) alternatively to (c), that such other steps not inconsistent with the terms of this Agreement as may be agreed between the Debtors and the Trustees are completed to the reasonable satisfaction of the Trustees.

ARTICLE VI.

VAT

SECTION 6.1. VAT Reimbursement Generally. The Debtors shall use reasonable efforts to apply for and obtain reimbursement of VAT respecting the Pension Schemes’ costs.

SECTION 6.2. Pre-Effective Date Expenses. The Debtors agree that all VAT reimbursed with respect to pre-Effective Date expenses shall be promptly paid within five (5) Business Days of receipt of reimbursement to the respective Pension Scheme (or within three (3) Business Days of entry of the Settlement Approval Order for any VAT reimbursement heretofore collected but not paid), and the Pension Schemes agree that such amount will be deducted from the respective portion of the Allowed Pension Scheme General Unsecured Claims. Offsets with respect to VAT reimbursements shall be calculated at $2.05 per pound of refund, discounted by 8.6%. For the avoidance of doubt, payment of the Pension Schemes’ Allowed Administrative Expense Claims pursuant to Section 3.1 herein shall not result in any deductions to the Allowed Pension Scheme General Unsecured Claims.

SECTION 6.3. Post-Effective Date Expenses. The Parties agree that VAT respecting post-Effective Date expenses shall be handled consistent with pre-chapter 11 practices, to the extent reasonably possible taking into account the Debtors’ post-effective date resources and corporate structure. Accordingly, during the time in which SCSL is registered with Her Majesty’s Revenue and Customs for VAT, it will use legally and commercially reasonable efforts to reclaim any VAT paid by the Trustees and promptly pay any VAT so recovered to the Trustees. For the avoidance of doubt, such recovery includes the payment of a lesser sum in respect of VAT by SCSL due to offset of input VAT against output VAT. If SCSL ceases to be so registered and another company in the SCL Group is registered for VAT, to the extent legally and commercially practicable, that company will be substituted for SCSL for the purpose of this Section.

ARTICLE VII.

CONDITIONS TO WHICH SETTLEMENT AGREEMENT IS SUBJECT

SECTION 7.1. The respective obligations of Parties to consummate the settlements contemplated by this Settlement Agreement shall be, except where otherwise noted, subject to the satisfaction of the following:

(a) Bankruptcy Court Approval. Entry of the Settlement Approval Order.

(b) Approval of Financial Support Package. The issuance by TPR of notices approving arrangements embodied in agreements executed by SCL and the Pensions Schemes, such agreements to be in a form consistent with the terms of this Agreement (and substantially in the form attached as Appendix 7.1(b) to this Settlement Agreement) pursuant to the FSDs issued against SCL.

(c) PPF Eligibility. The resolution of any debts from any Debtor or any Affiliate that is or may become due to the 1983 Scheme or the 1990 Scheme under section 75 of the UK Pensions Act 1995 in accordance with Article V herein.

(d) English Court Approval. If either Pension Scheme so requires, an order of the Chancery Division of the High Court of Justice in England determining any matter relevant to its eligibility to enter the PPF and to trigger a PPF assessment period and authorizing and directing the Trustees to give effect to this Settlement Agreement as a reasonable and proper exercise of their powers of compromise.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES

SECTION 8.1. Each Party represents and warrants to the other Parties that, except as affected by the requirements of the Bankruptcy Code for approval of this Settlement Agreement, as of the date hereof and as of the date the Settlement Approval Order is entered:

(a) Validity and Enforceability. This Settlement Agreement is valid and enforceable against such Party in accordance with its terms.

(b) Authority. Each Party has taken all necessary corporate action required to authorize the execution, performance and delivery of this Settlement Agreement.

SECTION 8.2. Pending the Bankruptcy Court entering the Settlement Approval Order, the Parties will not take any action which would result in any of the representations or warranties contained herein not being true at and as of the time immediately after such action. A Party will promptly advise any other Parties of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties contained herein.

ARTICLE IX.

GENERAL COVENANTS

SECTION 9.1. Settlement Motion and Approval Order. The Parties shall take all action necessary to file and prosecute the Settlement Motion and any appropriate amendments thereto, and to obtain entry of the Settlement Approval Order by the Bankruptcy Court.

SECTION 9.2. Pension Schemes’ Surplus. If there is a winding-up of a Pension Scheme, any surplus in such Pension Scheme which might remain on the winding up of the

relevant Pension Scheme once the existing benefits of members have been secured in full shall be allocated in accordance with current Scheme Rules (e.g., 50% in the case of the 1983 Scheme and 100% in the case of the 1990 Scheme). The applicable Parties shall take all reasonable efforts to cooperate on resolving any technical difficulties encountered in moving funds that remain on the winding up of a Pension Scheme, including, but not limited to, agreeing to an assignment or other mechanics.

SECTION 9.3. Financial Support Package. In response to the FSD issued by the Determinations Panel of the TPR, SCL and the Pension Schemes shall enter into an agreement or agreements in the agreed form (and substantially in the form attached as Appendix 7.1(b) to this Settlement Agreement) as soon as reasonably practicable after the entry of the Settlement Approval Order, and the Debtors’ shall propose and the Pension Schemes shall support such agreed form agreement or agreements as being adequate financial support pursuant to the FSD issued against SCL.

SECTION 9.4. Stay of Claims Objection. To the extent the Bankruptcy Court has not conclusively resolved the SCL Committee’s claims objections and/or discovery requests, pending approval of the Settlement Motion, the Debtors shall continue to advocate for a stay of the SCL Committee’s discovery requests and continue to seek to have the SCL Committee’s objection to the Pension Schemes’ claims overruled; provided, however, that in connection with this Settlement Agreement, the SCSL Committee and the Pension Schemes are not requesting that the Debtors seek to stay any discovery related to this Settlement Motion itself.

SECTION 9.5. SCSL Committee Existence. Without limiting the rights of the U.S. Trustee in any regard, the SCSL Committee shall continue in existence and function through the

Effective Date of a plan, and thereafter shall continue and exist and function to the same extent as the SCL Committee, if any. The SCSL Committee will work in good faith to minimize potential duplication between the SCSL Committee and the SCL Committee, including by identifying specific project areas in which the constituencies of the two committees have common interest that are adequately served by one Official Committee which acknowledges that for the specific project it owes a duty to the constituencies of both Official Committees.

SECTION 9.6. All Action Necessary: Further Assurances. Unless otherwise provided herein, each Party shall use commercially reasonable efforts to assist and cooperate with other Parties and do all things necessary, proper or advisable under Applicable Law to ensure that the conditions set forth in this Settlement Agreement are satisfied, and subject to the satisfaction of such conditions, to carry out the provisions hereof.

SECTION 9.7. Good-Faith Negotiations. The Parties shall cooperate in good-faith with respect to: (a) incorporating the terms of the Settlement Agreement, including the appropriate classification of the Pension Schemes’ Claims, into any plan proposed pursuant to section 1129 of the Bankruptcy Code; (b) minimizing the Debtors’ potential tax liabilities, if any, associated with the implementation of this Settlement Agreement; (c) agreeing to any shareholder protections and corporate governance issues for the reorganized Debtors; and (d) reducing the Equalization Claim Reserve to the extent counsel for each of the Parties reasonably agrees such reserve is not necessary to cover the Equalization Claim. The Pension Schemes’ willingness to cooperate in good faith shall not be construed as an agreement by the Trustees to: (a) maintain the Pension Schemes; or (b) accept any Plan.

SECTION 9.8. Covenants Pending Bankruptcy Court Approval. As of the date hereof, the Parties will not take any action which would result in any of the covenants contained herein becoming incapable of performance. A Party will promptly advise any other Parties of any action or event of which it becomes aware which has the effect of rendering any of such covenants incapable of performance.

ARTICLE X.

TERMINATION

SECTION 10.1. Termination of Settlement Agreement. This Settlement Agreement may be terminated and the settlements contemplated hereby abandoned:

(a) By mutual written consent of the Parties;

(b) After [June 30], 2008 by any Party hereto, upon ten Business Days’ written notice to the other Parties hereto, if the Bankruptcy Court does not enter the Settlement Approval Order prior to the expiration of such ten Business Day period;

(c) By any Party hereto, upon ten Business Days’ written notice to the other Parties hereto if any of the conditions to consummation of the Settlement Agreement set forth in Article VII become incapable of being satisfied; or

(d) By the Pension Schemes or the Debtors, upon written notice to the other Party and with provision for a reasonable opportunity to cure, for any material breach of any material obligation contained herein.

ARTICLE XI.

MISCELLANEOUS

SECTION 11.1. Notices. Any notices or other communications hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given when delivered in person, by facsimile transmission or by registered or certified mail (postage prepaid, return receipt requested) addressed, as follows:

If to the SCSL Committee, to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue
New York, New York 10019
Telephone: 212-728-8000
Facsimile: 212-728-8111
Attention: Marc Abrams, Esq.

If to the 1983 Scheme, to:

Debevoise & Plimpton LLP

919 Third Avenue
New York, New York 10022
Telephone: 212-909-6000
Facsimile: 212-728-6836
Attention: Steven R. Gross, Esq.

If to the 1990 Scheme, to:

Sonnenschein Nath & Rosenthal LLP

1221 Avenue of the Americas
New York, New York 10020
Telephone: 212-768-6700
Facsimile: 212-768-6800
Attention: D. Farrington Yates, Esq.

If to the Debtors, to:

Kirkland & Ellis LLP

200 E. Randolph Drive
Chicago, Illinois 60601
Telephone: 312-861-2000
Facsimile: 312-861-2200
Attention: David L. Eaton, Esq. and

Kirkland & Ellis International LLP

30 St Mary Axe
London, England EC3A 8AF
Telephone: +44-207-469-2000
Facsimile: +44-207-469-2001
Attention: Lyndon E. Norley, Esq.

or such other address as shall be furnished in writing pursuant to these notice provisions by any Party. A notice of change of address shall not be deemed to have been given until received by the addressee.

SECTION 11.2. Headings. The descriptive headings of the several sections of this Settlement Agreement are inserted for convenience of reference only and do not constitute a part of this Settlement Agreement, nor in any way affect the interpretation of any provisions hereof.

SECTION 11.3. Applicable Law. This Settlement Agreement shall be governed in all respects, including validity, interpretation and effect, by the Bankruptcy Code and the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, except to the extent such principles would deem the application of the law of England and Wales, in which case such principles shall be given effect.

SECTION 11.4. Counterparts. This Settlement Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 11.5. Entire Agreement; Amendments and Waivers. This Settlement Agreement including the Schedules and Appendices and all matters contemplated thereunder constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or

written, of the Parties. Except as set forth herein, no Party makes any representation or warranty, express or implied, to the other Parties with respect to this Settlement Agreement or the transactions contemplated hereby. Except as set forth herein, no supplement, modification or waiver of this Settlement Agreement shall be binding unless the same is executed in writing each Party, approved by the Bankruptcy Court and, if necessary, approved by an English court of appropriate jurisdiction. No waiver of any of the provisions of this Settlement Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

SECTION 11.6. Jurisdiction. The Bankruptcy Court shall retain non-exclusive jurisdiction to enforce the terms of this Settlement Agreement and to decide any claims or disputes which may arise or result from any breach or default hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall preclude the parties to the agreement or agreements in the agreed form (and substantially in the form attached as Appendix 7.1(b) to this Settlement Agreement) from consenting to the jurisdiction of the courts of England and Wales.

SECTION 11.7. Reservations of Rights.

(a) Except as expressly set forth in this Settlement Agreement (including, without limitation, the agreed treatment of the Allowed Pension Scheme General Unsecured Claims set forth in Article 2 hereof), the Pension Schemes and the SCSL Committee reserve all rights regarding the classification or rights of the Pension Schemes’ Claims vis-a-vis the Bondholder Claims under a plan proposed and confirmed pursuant to section 1129 of the Bankruptcy Code or with respect to any distributions of property of the Debtors’ estates to prepetition unsecured

creditors made pursuant to section 726 of the Bankruptcy Code by a trustee appointed under chapter 7 of the Bankruptcy Code, or with respect to other objections to any Plan proposed by or involving the Debtors.

(b) In the event that TPR does not issue a notice approving a financial support package (as described in Sections 7.1 and 9.3 herein), or TPR takes any action or pursues any regulatory proceedings against any member of the SCL Group (other than issuance of an FSD against SCL), the Debtors reserve all rights with respect to any such action or proceedings including any Contribution Notice.

SECTION 11.8. Trustee Appointment. If a trustee is appointed in the Bankruptcy Cases pursuant to chapters 7 or 11 of the Bankruptcy Code, the Settlement Agreement shall be binding on such trustee in its entirety.

SECTION 11.9. Specific Performance. Each Party acknowledges that the other Parties would be irreparably damaged if this Settlement Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, each Party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Settlement Agreement and to enforce specifically this Settlement Agreement, without the necessity of posting a bond, in addition to any other remedy to which such Party may be entitled, at law, in equity or pursuant to this Settlement Agreement.

SECTION 11.10. Counting. If 1he due date for any action to be taken under this Settlement Agreement (including the delivery of notices) is not a Business Day, then such action shall be considered timely taken if performed on or prior to the next Business Day following such due date.

IN WITNESS WHEREOF, this Settlement Agreement has been duly executed and delivered by the duly authorized officers Of the Debtors, the Pension Schemes, and the SCSL Committee as of the date first above -written.

	SEA CONTAINERS LTD.


	By:
		Name:
		Title:


	SEA CONTAINERS SERVICES LIMITED


	By:
		Name:
		Title:


	SEA CONTAINERS CARIBBEAN, INC.


	By:
		Name:
		Title:

	CAPITA ATL PENSION TRUSTEES LIMITED FOR THE SEA CONTAINERS 1983 PENSION SCHEME:


	By:
		Name:
		Title:

	ROBERT GEORGE FINCH:


	By:
		Name:
		Title:


	IAN FRANK WHITEMAN:


	By:
		Name:
		Title:

	DAVID JOHN MELLIS:


	By:
		Name:
		Title:

	BRIAN ERNEST BENNETT:


	By:
		Name:
		Title:

	CAPITA ATL PENSION TRUSTEES LIMITED FOR THE SEA CONTAINERS 1990 PENSION SCHEME:

	By:
		Name:
		Title:

	DAVID STOCKS:


	By:
		Name:
		Title:

	OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF SEA CONTAINERS SERVICES LIMITED


	By:
		Name:
		Title:

SEA CONTAINERS LTD

Agreement to provide financial support to the Sea Containers 1983 Pension Scheme and
the Sea Containers 1990 Pension Scheme

DATE

2008

PARTIES

(1) SEA CONTAINERS LTD whose registered office is at Cannon’s Court, 21 Victoria Street, Hamilton, HM12, Bermuda (“the Company”)

(2) Sea Containers Services Ltd whose registered office is at 20 Upper Ground, London SE1 9PF (“SCSL”)

(3) [Insert details of the trustees of the 1983 Scheme] (“the 1983 Trustees”)

(4) [Insert details of the trustees of the 1990 Scheme] (“the 1990 Trustees”)

INTRODUCTION

(A) SCSL is a wholly owned subsidiary of the Company.

(B) SCSL is the principal employer of two retirement benefit schemes (together “the Schemes”), namely:

a) the Sea Containers 1983 Pension Scheme (the “1983 Scheme”) which was established by [ ]; and

b) the Sea Containers 1990 Pension Scheme (the “1990 Scheme”) which was established by [ ].

(C) On 15 October 2006, the Company and SCSL each commenced a case (together, the “Bankruptcy Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

(D) Each of the Schemes have filed claims against the Company and SCSL in the Bankruptcy Cases.

(E) On 5 February 2008, the Pensions Regulator issued Financial Support Directions pursuant to section 43 of the Pensions Act 2004 (“the Directions”) in respect of each of the 1983 Scheme and the 1990 Scheme, requiring the Company to put in place financial support for the respective Scheme, in the form of arrangements which are (inter alia) capable of being approved by the Pensions Regulator.

(F) In connection with the Bankruptcy Cases and in anticipation of the Directions, but subject to the approval of the Bankruptcy Court, the parties agreed terms for the settlement of their claims (“the Settlement”) in the Bankruptcy Cases.

(G) On 18 February 2008, the Company and SCSL filed a motion with the Bankruptcy Court for an order approving the Settlement.

(H) On [ May 2008,] the Bankruptcy Court entered an order (“the Order”) approving the Settlement, a copy of which is set out in the schedule to this agreement.

(I) The parties wish to enter into a legally enforceable agreement for the Company to provide the financial support required by the Directions on the terms set out in the Order, but in a form capable of approval by the Pensions Regulator

OPERATIVE TERMS

(1) The Company and SCSL jointly and severally covenant with the 1983 Trustees and as a separate covenant with the 1990 Trustees to:

(a) give effect to the Order; and

(b) enter into and perform the Settlement on the terms of the Order

whereby each Party shall use commercially reasonable efforts to assist and cooperate with other Parties and do all things necessary, proper or advisable to ensure that the conditions

Draft 9/16/08

SEA CONTAINERS LIMITED

Newco Term Sheet

This Term Sheet sets forth the terms of the proposed governance of the company that will emerge following the reorganization of Sea Containers Limited (“Newco”). This term sheet is not intended to create a legally binding obligation on any of the parties, but is merely created in connection with formulating a plan of reorganization.

I.	NEWCO

1.	Organization	A newly formed entity to hold certain assets of the Sea Container Debtors. Bermuda.

2.	Assets	The assets of Newco will consist of:

		· interest in the GE SeaCo joint venture (may be held indirectly)

		· container fleet (a.ka. the EMA Fleet)

		· receivable from SCL of up to $60 million

3.	Liabilities	The Exit Facility

II.	EQUITY CAPITALIZATION

A.	Common Shares	Newco will have one class of Common Shares

B.	Voting Rights

1.	Election of Directors	The holders of Common Shares will elect directors as described under “Board of Directors” below

2.	Voting on Other Matters	Approval of a majority of a quorum of Common Shares will be required for the approval of all matters submitted to a vote of shareholders, except as described below.

3.	Majority Provisions	Approval of a majority of the Common Shares will be required for the following matters:

		(i)		any merger, consolidation, amalgamation or similar combination transaction involving Newco, GE SeaCo or any of its Subsidiaries or any other action resulting in effective voting percentage dilution to the existing Newco, GE SeaCo, or Subsidiary shareholders, as the case may be, of more than 15% in the aggregate (cumulative), subject to a Specified Equity Issuance (as defined below);

		(ii)		any liquidation or dissolution of Newco; and

		(iii)		any sale or disposal of assets comprising 25% or more of total Newco assets.

4.	Shareholder Meetings	Any action that can be taken at the annual general meeting of shareholders can be taken at a special general meeting (including removal of Directors in manner not inconsistent with classified board).

		The Board Chair or the owners of at least 15% of shares may call a special general meeting of shareholders at any time.

		A quorum of any meeting of shareholders shall consist of at least 50% of the outstanding shares.

		Shareholders shall be entitled to act by written consent, provided such act is preceded by 10 days’ prior written notice to shareholders.

		Shareholders shall be entitled to give proxies of such duration as the proxy giver and holder may agree, and such proxies may be revocable or irrevocable.

5.	Listing/Trading	“Listing” is defined as both:

		(i)	a listing of the Common Shares on a “real exchange” with sufficient float and liquidity – [parameters to be agreed], and

		(ii)	the Common Shares being freely tradable on such exchange in the hands of the holders thereof.

6.	Limitations on Voting by Restricted Persons		The charter documents of Newco will provide that any joint venture partner in GE SeaCo SRL, its affiliates and any person acting in concert with same (collectively, the “Restricted Person”) may not vote greater than 25% (or following a Listing, 30%) of the aggregate Newco voting power. All Common Shares held by Restricted Persons in excess of such limitation will be counted as present for quorum purposes and shall be deemed voted in the same manner and percentage as the vote of all Common Shares held by persons who are not Restricted Persons. The foregoing restriction on voting may be amended or waived only with both (a) Supermajority Approval (as defined below), and (b) the consent of each holder of Common Shares that both (i) beneficially owned 20% or more of the Common Shares on the effective date of the SCL plan of reorganization, and (ii) continues to beneficially own 10% or more of the Common Shares, other than in the case of this clause (b) in connection with a merger, consolidation, amalgamation or other similar transaction (which shall not include a tender offer) with a Restricted Person in which all holders of Common Shares receive the same consideration.

C.	Method of Ownership		The charter documents of Newco will provide that prior to a Listing, the Common Shares may only be held of record by a depositary.

III.	BOARD OF DIRECTORS

1.	Size		Seven members

	a.	Preservation of Foreign Private Issuer Status	If both (a) more than 50% of the Common Shares are directly or indirectly held of record by residents of the United States, and (b) a majority of the members of the Board are citizens or residents of the United States, then the size of the Board shall be increased in increments of 3 until such time as a majority of the members are not citizens or residents of the United States. If such expansion occurs prior to the election of the Class IV Directors in 2014 and prior to a Termination Event, then 1 of each increment of 3 directors will be a new Pension Designee designated by the Pension Holder and will serve in Class IV; all other vacancies will be filled by a majority of the Board (with the Pension Designees abstaining), and will be allocated to such Classes as are determined by the Board, The foregoing increase in the Board composition shall not be required if the Board by Supermajority Approval determines to waive such provision.

Approval

Except as expressly set forth in this Term Sheet, approval of any matter submitted to the Board of Directors shall required the approval of a majority of the directors present at a meeting at which there is a quorum. “Supermajority Approval” shall mean the approval of 6 of the 7 directors; provided that if the size of the Board has been expanded the approval requirement shall be increased by 2 for each increment of 3 (e.g. 8 of 10, 10 of 13).

Initial Composition

Four designated by the SCL Committee. Of these directors, at least two will be independent of the bondholders and Newco.

Two designated by the Pension Schemes (together with the first subsequent transferee of at least 10% of the outstanding Common Shares designated as such by the Pension Schemes, the “Pension Holder” provided that (x) the Pension Schemes may only designate a transferee as a Pension Holder if as a result of the transfer, the beneficial ownership of the Pension Schemes is reduced below 10%, and (y) a Restricted Person may not be a Pension Holder). At least one of the Pension Scheme Directors will be independent of the Pension Schemes and Newco.

The CEO of Newco.

No director may be a person whose appointment is prohibited under the terms of the Settlement Agreement with GE/GE SeaCo. All of the initial directors and the initial CEO will be reasonably satisfactory to the SCSL Committee and the SCL Committee.

4.	Board Composition Going Forward	The board of directors will consist of four classes with Class I and II consisting of one director and Classes III and IV consisting of two or three directors each. The Class I director shall be elected at Newco’s first annual meeting of shareholders in 2010 and again at Newco’s annual meeting in 2011 and every fourth year thereafter. The Class II director shall be elected at Newco’s annual meeting of shareholders in 2012 and every fourth year thereafter. The Class III directors shall be elected at Newco’s annual meeting of shareholders in 2013 and every fourth year thereafter. The Class IV directors shall be elected at Newco’s annual meeting of shareholders in 2014 and every fourth year thereafter.

		(i) The initial Class I director shall be the initial director selected by the Debtors.

		(ii) The initial Class II director shall consist of an initial director selected by the SCL Committee.

		(iii) The initial Class III directors each shall consist of two individuals, one being an initial director selected by the SCL Committee and one being an initial director selected by the SCSL Committee.

		(iv) The initial Class IV directors shall consist of three individuals, two being initial directors selected by the SCL Committee and one being an initial director selected by the SCSL Committee.

		(iv) Any amendment to Newco’s charter or bylaws to terminate or modify the provisions specifying the classified board of directors will require the approval of holders representing at least 80% of Newco’s outstanding voting shares.

		(v) Vacancies within a class of directors caused by removal, resignation, or death may be filled by a majority of all directors then in office, or by the Newco shareholders, provided that during the initial term of a Class II, III or IV director and prior to a Listing or Termination Event, replacements of the directors initially selected by the SCSL Committee (the “Pension Designees”) may be filled only by the Pension Holder (an “Initial Term Replacement Right”). In no event shall such Initial Term Replacement Right be transferable except by the Pension Schemes to the subsequent Pension Holder.

		(vi) Upon a Listing or Termination Event, the Pension Designees will stand for reelection at the next annual meeting or other meeting held for purpose of electing directors. Any time when the Pension Holder owns less than 10% of the Common Shares is a “Termination Event”.

5.	Board Chair and Committees	The Board shall have a Chair selected by majority vote of the Board. The Chair shall be one of the independent directors. The Board shall have such committees as it shall reasonably determine; provided that the initial composition of the committees shall be reasonably acceptable to the Company, the SCSL Committee and the SCL Committee.

6.	CEO Selection	The CEO shall be selected by majority vote of the Board.

7.	Quorum	A quorum will consist of a majority of the directors. Newco’s organizational documents will ensure that all directors have a reasonable opportunity to participate in Board meetings. Without limiting the foregoing, prior to a Listing or Termination Event, at least one Pension Designee must be present in order for the Board to conduct business; provided that if a Pension Designee does not attend two consecutive properly scheduled Board meetings, then the presence of such a Pension Designee at such second properly scheduled Board meeting shall not be required for a quorum. Directors shall have the ability to attend Board meetings by telephone (unless doing so would have an adverse tax impact on Newco).

8.	Minority Protections	Newco and those acting on behalf of Newco will not enter into any binding agreement with respect to, take, or approve any of the following actions (i) and (ii) without Supermajority Approval:

		(i) any material change to the Articles, the GE SeaCo Joint Venture Agreement or the GE Framework Agreement; or

		(ii) any change of tax domicile or country of incorporation of Newco

		These provisions will terminate upon a Listing or a Termination Event.

		Any issuance of Newco equity must be for fair market value determined pursuant to reasonable and customary procedures, provided that issuance of equity (x) to cure a default under the exit financing (including any refinancing or replacement thereof, “Newco Financing”), or (y) to exercise preemptive rights to purchase equity in GE SeaCo (either, a “Specified Equity Issuance”) may be approved by the Board (regardless of the amount of equity to be issued) as follows:

		· to cure a Newco Financing default, upon approval of 5 of 7 directors; provided that if the size of the Board has been expanded the approval requirement shall be increased by 2 for each increment of 3 (e.g. 7 of 10, 9 of 13), and

		· to exercise GE SeaCo preemptive rights, upon approval of 5 of 7 directors; provided that if the size of the Board has been expanded the approval requirement shall be increased by 2 for each increment of 3 (e.g. 7 of 10, 9 of 13); provided further, however, that if the Newco equity issuance is to occur during a time when there remains a Pension Designee who serves as a manager on the GE SeaCo board, such Pension Designee serving as manager on the GE SeaCo board shall have voted to approve the relevant GE SeaCo action (and was not compelled to do so).

		Newco will not enter into any transaction or series of related transactions with any related parties unless (i) such transaction or series of transactions is or are on terms substantially the same as those that Newco could have been obtained at the time of such transaction or transactions in a comparable transaction in arm’s-length dealings with an unaffiliated third party; and (ii) such transaction or series of transactions has received the approval of a majority of the disinterested Directors.

IV.	CERTAIN NEWCO COVENANTS

1.	Listing		Newco will use commercially reasonable efforts to obtain and maintain a Listing. SCL shall be obligated to cooperate with such efforts, including but not limited to providing Newco with historical information.

2.	GE SeaCo Managers		Any individual designated to serve as a GE SeaCo Manager must meet the qualifications contained in the GE SeaCo joint venture agreements.

	a.	Initial GE SeaCo Managers	The Initial GE SeaCo Managers will be designated as follows: Two designated by the Owners of the Common Shares other than the Pension Schemes. One who is the Class IV Pension Designee; provided that after a Listing or Termination Event, such manager may be replaced by Newco Board. The CEO of Newco. All of the initial GE SeaCo Managers will be reasonably satisfactory to the SCL Committee and the SCSL Committee.

	b.	Limitation on GE SeaCo Managers	The Newco Board of Directors shall select the GE SeaCo Managers subject to the following: All Newco appointees to the GE SeaCo board of managers (including their alternates) shall be required to give adequate advance written notice to the Newco board of directors prior to voting with respect to specified GE SeaCo actions, including, among other things, all Significant Transactions as defined in the Member’s Agreement (as in effect as of the effectiveness of the Plan of Reorganization), any matter requiring the approval of 7 of 9 GE SeaCo board members (as in effect as of the effectiveness of the Plan of Reorganization), and hiring or firing the CEO of GE SeaCo.

3.	Anti-Circumvention Provisions		The Common Shares will have provisions to protect the relative rights of the holders and to provide no additional or special rights to any shareholder or group of shareholders except as provided in this term sheet.

	SEA CONTAINERS LTD. (for itself and all other Debtors)


By:		/s/ Laura Barlow
Name:		Laura Barlow
Title:		Chief Financial Officer and Chief Restructuring Officer