8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 19, 2008

Sea Containers Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	1-7560	98-0038412
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Victoria Street, Hamilton HM 12, Bermuda

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 441-295-2244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

In early February 2008, Sea Containers Ltd. and its affiliated debtors (“SCL” or the “Company”) entered into a settlement agreement with the Official Committee of Unsecured Creditors for Sea Containers Services Ltd., the trustees for the Sea Containers 1983 Pension Scheme (the “1983 Pension Scheme Trustees”) and the trustees for the Sea Containers 1990 Pension Scheme (the “1990 Pension Scheme Trustees”) under which all of the issues raised by, and related to, those certain proofs of claim filed by the 1983 Pension Scheme Trustees and the 1990 Pension Scheme Trustees against the Company are resolved fully and completely (the “Pension Schemes Settlement Agreement”).  The Pension Schemes Settlement Agreement is subject to, among other things, approval by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and entry into a definitive agreement.  On February 18, 2008, SCL filed a motion with the Bankruptcy Court to approve the Pension Schemes Settlement Agreement.  The Official Committee of Unsecured Creditors for SCL contested the settlement and on May 28 and 29 and June 6, 2008, the Bankruptcy Court held a contested hearing with respect to the Pension Schemes Settlement Agreement.  On September 19, 2008, the Bankruptcy Court issued an opinion approving the Pension Schemes Settlement Agreement in all respects.  A copy of the Pension Schemes Settlement Agreement and the Bankruptcy Court’s order and related memorandum approving the Pension Schemes Settlement Agreement are attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, and incorporated herein by reference.

Item 7.01.  Regulation FD Disclosure

On September 22, 2008, SCL filed with the Bankruptcy Court the Second Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code (as amended and with the exhibits thereto, the “Plan”) and a related amended Disclosure Statement (as amended and with the exhibits thereto, the “Disclosure Statement”).  The Plan and Disclosure Statement amended versions of the Plan and Disclosure Statement previously filed with the Bankruptcy Court on July 31, 2008 and September 16, 2008.  Copies of the Plan and Disclosure Statement as approved by the Bankruptcy Court at the hearing to approve the Disclosure Statement are attached hereto as Exhibits 99.4 and 99.5, respectively.  It should be noted that the Plan does not provide a recovery for existing holders of the Company’s common stock, which common stock will remain outstanding until the dissolution of Reorganized SCL under Bermuda law.  Copies of the Plan and Disclosure Statement are also publicly available and may be accessed free of charge at the Debtors’ private website at http://www.bmcgroup.com/scl.  The information set forth on the foregoing website shall not be deemed to be part of or incorporated by reference into this Form 8-K.

On October 2, 2008, SCL filed with the Supreme Court of Bermuda (the “Bermuda Court”) its Scheme of Arrangement Pursuant to Section 99 of the Companies Act 1981 of Bermuda Between Sea Containers Limited and its Scheme Creditors (the “Scheme of Arrangement”) and a related explanatory statement (with the exhibits thereto, the “Explanatory Statement”).  Copies of the Scheme of Arrangement and Explanatory Statement as filed with the Bermuda Court are attached hereto as Exhibit 99.6 and incorporated herein by reference.  Copies of the Scheme of Arrangement and the Explanatory Statement are also publicly available and may be accessed free of charge at the Debtors’ private website at http://www.bmcgroup.com/scl.

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The Company recommends that its stakeholders refer to the limitations and qualifications included in the Plan, Disclosure Statement, Scheme of Arrangement and Explanatory Statement, as applicable, with respect to the information contained therein.  Information contained in the Plan, Disclosure Statement, Scheme of Arrangement and Explanatory Statement is subject to change, whether as a result of amendments to the Plan, actions of third parties, or otherwise.

Item 8.01Other Events

On September 22, 2008, the Bankruptcy Court approved the Disclosure Statement and authorized SCL to begin soliciting votes on the Plan.  SCL’s confirmation hearing, at which the Bankruptcy Court will consider approval of the Plan, has been scheduled for November 24, 2008 at 10:00 a.m.

As noted above, and as a result of the Bankruptcy Court’s approval of the Disclosure Statement, SCL will shortly begin the process of soliciting votes for the Plan from eligible claim holders (and soliciting proxies in favor of the Scheme of Arrangement from certain creditors of SCL).  This announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan or the Scheme of Arrangement.  The Plan and the Scheme of Arrangement will become effective only if they receive the requisite stakeholder approval and are confirmed by the Bankruptcy Court or the Bermuda Court, respectively.

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Limitation on Incorporation by Reference

The Plan, Disclosure Statement, Scheme of Arrangement and Explanatory Statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.  Registration statements or other documents filed with the U.S. Securities and Exchange Commission (“SEC”) shall not incorporate the Schedules and Statements or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing.  This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report on Form 8-K and the documents incorporated by reference into this Current Report, as well as other statements made by SCL may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the Company’s current views with respect to current events and financial performance.  Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements.  Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:  (i) the ability of the Company to continue as a going concern; (ii) the ability of the Company to operate subject to the terms of the debtor in possession financing; (iii) the Company’s ability to obtain court approval with respect to motions in the proceedings under chapter 11 of the United States Bankruptcy Code (collectively, the “Chapter 11 Cases”) prosecuted by it from time to time; (iv) the ability of the Company to develop, prosecute, confirm, and consummate one or more plans of reorganization with respect to the Chapter 11 Cases; (v) risks associated with third parties proposing and confirming one or more plans of reorganization; (vi) risks associated with third parties seeking and obtaining the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; (vii) the Company’s ability to maintain contracts and leases that are critical to its operations; (viii) the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity or results of operations; (ix) the ability of the Company to execute its business plans and strategy; (x) the ability of the Company to attract, motivate and/or retain key executives and associates; and (xi) increased competition in the container leasing industry.  SCL undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Similarly, these and other factors, including the terms of any plan of reorganization ultimately confirmed, can affect the value of the Company’s various prepetition liabilities, common stock and/or other equity securities.  Additionally, no assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies.  A plan or plans of reorganization could result in holders of SCL’s common stock or other equity interests and claims relating to prepetition liabilities receiving no distribution on account of their interest and cancellation of their interests and their claims.  Under certain conditions specified in the Bankruptcy Code, a plan of reorganization may be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and notwithstanding the fact that certain creditors or equity holders do not receive or retain property on account of their claims or equity interests under the plan.  In light of the foregoing, the Company considers the value of the common stock and claims to be highly speculative and cautions equity holders that the stock and creditors that the claims may ultimately be determined to have no value.  Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in SCL’s common stock or other equity interest or any claims relating to prepetition liabilities.

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Item 9.01   Financial Statements and Exhibits

Exhibit No.	Description
99.1	Notice of Filing of Exhibit to Debtors’ Motion for Order Approving Settlement Regarding Pension Claims dated May 23, 2008
99.2	Order dated September 19, 2008
99.3	Memorandum dated September 19, 2008
99.4	Debtors’ Second Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code (without exhibits)
99.5	Disclosure Statement for Debtors’ Second Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code (without exhibits)
99.6	Scheme of Arrangement Pursuant to Section 99 of the Companies Act 1981 of Bermuda Between Sea Containers Limited and its Scheme Creditors

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEA CONTAINERS LTD.
Date: October 3, 2008
	BY:	/s/ Laura Barlow
		Laura Barlow
		Chief Financial Officer and Chief Restructuring Officer

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EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:	)	Chapter 11
	)
SEA CONTAINERS LTD., et at., (1)	)	Case No. 06-11156 (KJC)
	)	(Jointly Administered)
	)
Debtors.	)	Ref. Docket No. 1458
	)

NOTICE OF FILING OF EXHIBIT TO DEBTORS’ MOTION FOR ORDER
APPROVING SETTLEMENT REGARDING PENSION CLAIMS

PLEASE TAKE NOTICE that on February 18, 2008, the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) filed and served their Motion For Order Approving Settlement Regarding Pension Claims [Docket No. 1458] (the “Motion”).(2)

PLEASE TAKE FURTHER NOTICE that, in the Motion, the Debtors indicated that the Debtors, the SCSL Committee, and Trustees would file the Settlement with the Court in advance of the hearing on the Motion.

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a substantially final version of the Settlement.

Dated: Wilmington, Delaware

May 23, 2008

YOUNG CONAWAY STARGATT & TAYLOR,
LLP

/s/ [Illegible]

Robert S. Brady (No. 2847)

Edmon L. Morton (No. 3856)

Sean T. Greecher (No. 4484)

The Brandywine Building

1000 West Street, 17th Floor

P.O. Box 391

Wilmington, Delaware 19899-0391

Telephone:   (302) 571-6600

Facsimile:   (302) 571-1253

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

(2)Capitalized terms not defined herein shall have the meanings provided to them in the Motion.

-and-

KIRKLAND & ELLIS LLP
David L. Eaton
David A. Agay
200 East Randolph Drive
Chicago, IL 60601
Telephone: (312) 861-2000
Facsimile: (312) 861-2200

COUNSEL TO THE DEBTORS AND
DEBTORS-IN-POSSESSION

Exhibit A

AGREED FORM

SETTLEMENT AGREEMENT RESOLVING CLAIMS OF THE PENSION SCHEMES

dated as of o

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

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 o, 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 Bankruptcy 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 Bankruptcy 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.

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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),

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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%.

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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.

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“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.

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“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.

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“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

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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.

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“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.

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“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

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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

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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 1990 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 (ClaimsNos. 73, 75, 137, and 138) shall be extinguished and discharged.

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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

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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

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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

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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

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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.

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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.

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(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:

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(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.

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(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 l(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.

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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.

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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.

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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.

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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

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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

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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.

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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.

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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

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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

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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-à-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

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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 me 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 the 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.

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SECTION 11.11 Interpretation.

(a) A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefore and all regulations and statutory instruments issued thereunder or pursuant thereto.

(b) All reference to “$” and dollars shall refer to United States currency.

(c) All reference to “£” and pounds shall refer to United Kingdom currency.

SECTION 11.12. Preparation of this Settlement Agreement. Each Party hereby acknowledges that: (a) it has jointly and equally participated in the drafting of this Settlement Agreement; (b) it has been adequately represented and advised by legal counsel with respect to this Settlement Agreement, and the transactions contemplated hereby; and (c) no presumption shall be made that any provision of this Settlement Agreement shall be construed against any Party by reason of such role in the drafting of this Settlement Agreement.

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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:

35

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:

36

DAVID STOCKS:
By:
	Name:
	Title:

OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF SEA CONTAINERS SERVICES LIMITED
By:
	Name:
	Title:

37

APPENDIX 7.1(b)

Dated                      2008

SEA CONTAINERS LTD

Agreement

to provide financial support

to the Sea Containers 1983 Pension

Scheme and the Sea Containers

1990 Pension Scheme

[GRAPHIC]

29 Ludgate Hill
London EC4M 7NX
Tel: 020 7329 6699
Fax: 020 7248 0552

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

set forth in the Settlement are satisfied, and subject to the satisfaction of such conditions, to carry out the provisions hereof.

(2)The Company shall immediately notify the 1993 Trustees and the 1990 Trustees in writing of any report it makes to the Pensions Regulator, under paragraph 8 of the respective Directions, of events set out in regulation 4 of the Pensions Regulator (Financial Support Directions etc) Regulations 2005 (SI 2005 No. 2188).

(3)This agreement is governed by and shall be interpreted in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts save that nothing contained in this agreement shall prevent the 1983 Trustees or the 1990 Trustees from bringing proceedings in another court of competent jurisdiction.

EX-99.2

Exhibit 99.2

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE:	)	Chapter 11
	)
SEA CONTAINERS LTD., et al,	)	Case No. 06-11156 (KJC)
	)
Debtors.	)	(Jointly Administered)
	)
	)

ORDER

AND NOW, this 19^th day of September, 2008, upon consideration of the Debtors’ Motion for Order Approving Settlement Regarding Pension Claims (Docket No. 1458)(the “Settlement Motion”), the Objection to the Settlement Motion (Docket No. 1862) filed by the Official Committee of Unsecured Creditors of Sea Containers Ltd. (the “SCL Committee”), the reply briefs thereto filed by the Debtors (Docket No. 1826) and the Official Committee for Unsecured Creditors of Sea Containers Services Ltd (the “SCSL Committee”), and after an evidentiary hearing held on May 28 and 29, 2008, and for the reasons set forth in the foregoing Memorandum, it is hereby ORDERED and DECREED that the Objection by the SCL Committee is OVERRULED and the Settlement Motion is hereby GRANTED.

BY THE COURT

/s/ Kevin J. Carey

KEVIN J. CAREY, CHIEF JUDGE
UNITED STATES BANKRUPTCY COURT

cc: Edmon L. Morton, Esquire(1)

(1) Counsel shall serve a copy of this Order and the accompanying Memorandum on all interested parties and file a Certificate of Service with the Court.

EX-99.3

Exhibit 99.3

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE:	)	Chapter 11
	)
SEA CONTAINERS LTD., et al.,	)	Case No. 06-11156 (KJC)
	)
Debtors.	)	(Jointly Administered)
	)
	)

MEMORANDUM(1)

BY: KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE

Procedural Background

Before the Court is the Motion of Sea Containers Ltd., filed on February 18, 2008, pursuant to section 363(b) of the United States Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, for an Order approving the Settlement Agreement by and among the following parties:

(i)Sea Containers Ltd. (“SCL”), Sea Containers Services Ltd. (“SCSL”), and Sea Containers Caribbean Inc. (“SCC”) (collectively, the “Debtors”);

(ii)the Official Committee of Unsecured Creditors for SCSL (the “SCSL Committee”); and

(iii)the trustees (the “Trustees” or “Scheme Trustees”) of the Sea Containers 1983 Pension Scheme (the “1983 Scheme”) and the Sea Containers 1990 Pension Scheme (the “1990 Scheme”) (collectively, the “Schemes”).

(1) This Memorandum constitutes the findings of fact and conclusions of law as required by Fed. R. Bankr. P. 7052. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157(a). This is a core proceeding pursuant to 28 U.S.C. § 157(b)(l), (b)(2)(B) and (O).

(docket no. 1458) (the “Settlement Motion”). The Settlement Motion proposes to resolve the claims filed by the Scheme Trustees in amounts in excess of $240 million on behalf of the 1983 Scheme and $55 million on behalf of the 1990 Scheme related to Scheme deficits and the Debtors’ pension funding obligations.

The Debtors filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code on October 15, 2006. The Trustees filed the Schemes’ proofs of claim on July 9 (1983 Scheme) and July 12 (1990 Scheme), 2007, against both SCL and SCSL. The Trustees also asserted claims against the Debtors stemming from the Debtors’ alleged failures to properly “equalize” the retirement age for certain of the Schemes’ male and female members in accordance with U.K. law. The Official Committee of Unsecured Creditors of Sea Containers Ltd. (the “SCL Committee”) filed objections to the Trustees’ claims on September 17, 2007. Negotiations regarding the Schemes’ claims began in mid-2007 and ultimately resulted in the instant Settlement Motion.

The SCL Committee filed, under seal, an objection to the Settlement Motion on May 18, 2008 (the “Objection”).(2) The Debtors and the SCSL Committee each filed a reply to the Objection, on May 23, 2008 (docket no. 1826) and May 25, 2008 (docket no. 1832), respectively. Because the proposed settlement addressed the amount and allowance of the Schemes’ claims, the Court afforded the SCL Committee an opportunity to be heard with respect to its objections to the pension claims and the proposed settlement agreement. Beyond a mere “canvassing of

(2) The SCL Committee filed a motion to file their objection under seal on May 18, 2008 (docket no. 1791). The Order granting the SCL Committee’s motion to file the objection under seal was granted on May 29, 2008 and a redacted copy of the Objection was filed as an exhibit to the Order (docket no. 1862).

2

issues,” the Court held an evidentiary hearing on the Settlement Motion on May 28 and 29, 2008, with closing arguments on June 6, 2008. The parties then submitted post-hearing evidentiary summaries and briefing. (See docket nos. 1950, 1951, 1953.)

The SCL Committee argues that the Settlement Agreement should not be approved because the calculations and methodologies employed in arriving at the settlement figures are flawed and result in excessive recoveries for the Schemes to the detriment of other creditors. The SCL Committee contends that these figures must be discounted for certain contingencies and calculated according to a method akin to the “prudent investor rate.” The SCL Committee further objects to the settlement’s allowance of a single claim against SCL, the parent company, rather than SCSL, because it eliminates a right of set-off that SCL holds against SCSL on inter-company claims and allows SCSL a jump in priority. Additionally, the SCL Committee argues that the proposed administrative claim provided to the Schemes in the proposed settlement is impermissible and that the proposed reserve for “equalization” claim is unreasonably high. Finally, the SCL Committee maintains that the Settlement Agreement must be rejected as a sub rosa plan of reorganization.

For the reasons described below, the Objection will be overruled in all respects and the Settlement Motion will be granted.

General Background

SCL, a Bermuda corporation, whose shares were publicly traded in the United States, is the ultimate parent of a group of affiliated companies that includes the other Debtors (SCSL, a U.K. company, and SCC, a Delaware corporation) as well as over 140 other foreign and U.S. non-debtor subsidiaries (collectively, the “Company”). The majority of the Company’s business

3

operations are conducted through an extensive global network of non-debtor subsidiaries.(3) Historically, SCL operated as a marine container company leasing container ships and cargo containers. Beginning in the 1970s, the Company expanded its business beyond marine container leasing into areas including the luxury hotel and tourist train businesses. During this period of expansion, SCL centralized its managerial and administrative services within SCSL. Consequently, SCL and SCSL executed a Services Agreement which provided for reimbursement and indemnification of SCSL for the cost of certain managerial and administrative services provided to the Company, “including but not limited to the cost of remuneration and employee benefits.” (Ex. 1 at 2, 3.) The Services Agreement further provided that if any SCL subsidiary failed to pay or indemnify SCSL for its services, SCSL could recover those amounts from SCL.

In the course of its administrative functions, SCSL became the principal employer in the 1983 and 1990 defined benefit Pension Schemes, two pensions created and regulated under U.K. law and maintained for the benefit of the Company’s participating employees. Other non-debtor subsidiaries are participating employers in the 1983 Scheme, as was SCL, until approximately June 8, 2006, when it withdrew from the Scheme. SCL was never a principal or participant in the 1993 Scheme, though other non-debtor subsidiaries are participating employers. In 2006, as the Company grew increasingly financially distressed, SCL engaged independent trustees for the

(3) See Declaration of Robert D. MacKenzie In Support of Chapter 11 Petitions and First Day Motions, Oct. 15, 2006 (docket no. 2), p. 4. I take judicial notice of the foregoing Declaration pursuant to Fed.R.Evd. 201, made applicable here pursuant to Fed.R.Bankr. P. 9017. “Federal Rule of Evidence 201 authorizes a court to take Judicial notice of an adjudicative fact ‘not subject to reasonable dispute’...[and] so long as it is not unfair to a party to do so and does not undermine the trial court’s fact finding authority.” In re Indian Palm Assoc., Ltd., 61 F.3d 197, 205 (3d Cir. 1995).

4

Schemes.

On June 7, 2006, solicitors acting on behalf of the 1983 Scheme Trustees contacted the U.K. Pensions Regulator (“TPR”), a regulatory entity created by the U.K. Pensions Act 2004 to protect the benefits of members of work-based pension schemes, expressing concern over the ability of the Company to support the Scheme. Thereafter, on July 13, 2006, TPR requested that SCL provide it with financial information regarding the Company and the Schemes. In a July 24, 2006, meeting with TPR, SCL outlined its proposals for the financial restructuring of the Company.

In addition to TPR, relevant protective features of the U.K. Pensions Act 2004 were the creation of the Pension Protection Fund (“PPF”), meant to provide benefits to compensate members of distressed schemes in certain circumstances, and the “Statutory Funding Objective,” requiring that every pension scheme have sufficient assets to cover its “Technical Provisions,” that is, the amount required, based on the calculation of the scheme actuary, to provide for all the scheme’s accrued, present and future benefit obligations.(4)

On September 29, 2006, TPR issued a letter to SCL denoting its concern over the funding of the 1983 and 1990 Schemes and indicating that SCL may be the target of a Financial Support Direction (“FSD”).(5) (Ex. 35.) Because SCSL is a “service” company, section 43 of the U.K. Pensions Act 2004 authorizes TPR to require certain affiliates, whether or not Scheme participants, of such service companies to provide financial support up to the full amount of the

(4) The PPF serves functions similar, in part, to that of the Pension Benefit Guaranty Corporation in the United States.

(5) An FSD, in short, is a direction requiring that certain steps be taken to improve, to an acceptable level, the financial position of a scheme.

5

principal employer’s section 75 debt, which is calculated according to section 75 of the U.K. Pensions Act 1995. Upon certain “triggering events,”(6) the scheme actuary calculates the debt using the “buyout method,” i.e., the cost of purchasing annuities to provide promised benefits to scheme members. Thus, the TPR. notice to SCL warned of a potential FSD aimed at the parent entity SCL on account of the financial vulnerability of the Company and the deficits of the 1983 and 1990 Schemes.

On September 30, 2006, both Schemes were closed to active members and future accruals, and thereafter the Schemes’ outstanding liabilities consisted only of ongoing administrative costs and benefits that had already been earned by pension beneficiaries under the Scheme, though to be paid in the (potentially distant) future. As of the date of filing of the Settlement Motion, the 1983 and 1990 Schemes had approximately 840 and 616 members, respectively, who are entitled to receive benefits under the Scheme.

On October 15, 2006, the Debtors filed their petitions in this Court for relief under chapter 11, acknowledging the existing and potential claims of the pension schemes based on their under funded status and winding up deficits. (See docket no. 2 at 12.) Thereafter, on October 17, 2006, this Court entered an order directing the joint administration of the Debtors’ chapter 11 cases. After the filing of these chapter 11 cases, the Supreme Court of Bermuda appointed “Joint Provisional Liquidators,” officers of the Bermuda Court, to monitor the U.S. cases on behalf of creditors of SCL.

(6) A statutory debt under § 75 falls due from the employer to the trustees of a scheme upon the following circumstances: (i) the employer commences an insolvency proceeding under U.K. law; (ii) the scheme itself is wound up; or (iii) in the case of a multi-employer scheme, an employer withdraws from the scheme.

6

On October 27, 2006, the U.S. Trustee appointed an official committee of unsecured creditors (the “SCL Committee”), which was comprised of the Scheme Trustees, the indenture trustee, and holders of bond debt issued by SCL. (docket no. 59.) Subsequent to its appointment, however, the dispute between the Scheme Trustees – on the one hand – whose primary interest was in advancing an indirect claim for the funding deficits against SCL on behalf of SCSL under the Services Agreement, and the indenture trustee and bondholders – on the other hand – whose interests were in contesting the extent to which SCSL had a claim against SCL under the Services Agreement with respect to the pension obligations, became apparent. Due to these divergent interests, on January 23, 2007, the U.S. Trustee changed the membership of the SCL Committee and created the SCSL Committee, to which the Scheme Trustees were appointed. (docket nos. 287, 288.)

In response to the Debtors’ chapter 11 filing, on October 19, 2006, TPR issued official Warning Notices to SCL, notifying it that a TPR Determinations Panel was being asked to decide whether an FSD should be issued against SCL. (Exs. 38, 94.) SCL was afforded an opportunity to respond to the Warning Notices and make representations to the Determinations Panel as to whether an FSD should be issued. Unsatisfied by SCL’s representations, TPR issued further Amended Warning Notices on April 26, 2007, with respect to both the 1983 and 1990 Schemes.

On May 18, 2007, this Court entered an Order establishing July 16, 2007, as the deadline for filing proofs of claim against the Debtors. (docket no. 653.)

On June 15, 2007, following an oral hearing before it, the TPR Determinations Panel issued determination notices, indicating that the Determinations Panel had decided that FSDs should be issued against SCL. (Exs. 137, 138.) The Determinations Panel provided its reasons

7

supporting its decision on June 25, 2007, highlighting, inter alia, that for many years, SCL intended to and did stand behind SCSL’s pension liabilities, though its withdrawal from the 1983 Scheme signaled “a sea change in [its] attitude,” that SCSL was wholly owned and controlled by SCL, and that SCSL’s financial status was poor but SCL had substantial assets. (Ex. 139.) The Determinations Panel also addressed the interplay between the chapter 11 proceeding in the U.S. and the U.K. pensions regulations, concluding that the automatic stay would not prevent the issuing of an FSD and that it would be “preferable” for the Schemes to rely upon a direct claim against SCL by virtue of the FSD rather than a claim under the Services Agreement, though any claim would still be subject to this Court’s approval. (Id. at 16-17.) SCL appealed the Determinations Panel’s decision on July 23, 2007, but withdrew the appeal on January 31, 2008.

On July 9 and 12, 2007, the Trustees of the 1983 and 1990 Schemes filed proofs of claim against SCL, SCSL, and SCC. (Exs. 144-147, 151-157.) Around that time, negotiations began in earnest between the SCSL Committee, the SCL Committee, and the Debtors with respect to the Schemes’ claims, with the Debtors facilitating the discussions and providing the Committees with information and analyses based on an Entity Priority Model (“EPM”). (Hr’g Tr. May 28, 2008, 241:9-242:8.) Those discussions continued into early 2008, though the SCL Committee disengaged from the discussions in mid-December 2007. (Id. at 251:22-252:8). At that point, the Debtors assumed a role more akin to a participant in the negotiation discussions, keeping SCL apprised of developments and incorporating input from the SCL Committee in the negotiations with the SCSL Committee. (Id. at 251:13-253:11.) Those negotiations culminated in the Settlement Agreement and the instant Motion.

On February 5, 2008, TPR issued the FSDs against SCL. (docket no. 1823 at 7.)

8

The Settlement Agreement

The proposed Settlement Agreement contains the following pertinent terms:

(i)	the 1983 and 1990 Schemes shall have a single allowed general unsecured claim against SCL in the aggregate amount of $194 million, of which $153.8 million will be allocated to the 1983 Scheme and $40.2 million will be allocated to the 1990 Scheme (as calculated by the scheme actuary under the section 75 “buyout” method on November 30, 2007);
(ii)	the Schemes shall have an allowed $5 million administrative expense claim against the Debtors, to be paid in cash within 3 days of entry of an order approving the Settlement;
(iii)	the Debtors shall establish an Equalization Reserve in respect of a $69 million claim for equalization matters, to be allocated between the Schemes and with the allowed amount of such claim to be determined by the Schemes’ Actuary. Upon determination of the allowed amount of the equalization claims, such amount, if any, shall be allowed against SCL as a general unsecured claim and shall be paid from the reserve; and
(iv)	in response to any FSD issued by TPR, the Debtors shall propose and the Trustees shall support, financial support arrangements consistent with the terms of the Settlement Agreement, and the Settlement is conditioned, in part, on TPR’s approval of such financial support arrangements.

Notably, the exchange rate applicable to the Settlement Agreement is the petition date rate of $1.87/pound, rather than the prevailing rate on November 30, 2007, which was

9

$2.05/pound.

Applicable Standard for Evaluation of Settlements

Approval of a settlement pursuant to Bankruptcy Rule 9019 is committed to the discretion of the court. Key3Media Group, Inc. v. Pulver.com, Inc. (In re Key3Media Group, Inc.), 336 B.R. 87, 92 (Bankr. D. Del. 2005). In evaluating a settlement, the court must assess whether it is fair and equitable, but need not be convinced that the settlement is the best possible compromise. In re Coram Healthcare Corp., 315 B.R. 321, 330 (Bankr. D. Del. 2004) (citing Nellis v. Shugrue, 165 B.R. 115, 123 (S.D.N.Y. 1994)). The court need only conclude that the settlement “falls within the reasonable range of litigation possibilities” somewhere “above the lowest point in the range of reasonableness.” In re Coram, 315 B.R. at 330 (internal citations omitted).

In determining whether to approve a settlement, the Third Circuit Court of Appeals has delineated four factors for the court to consider: (1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved, and the expense, inconvenience, and delay necessarily attending it; and (4) the paramount interest of creditors. Will v. Northwestern Univ. (In re Nutraquest, Inc.), 434 F.3d 639, 644 (3d Cir. 2006).

Discussion

The Debtors and the SCSL Committee argue that the proposed settlement should be approved because it channels the Schemes’ potential multiple claims against SCL, SCSL, and various non-debtor entities into one claim against SCL, curbs the continuing costs to the estate relating to the pensions claims dispute, prevents continued and protracted litigation, eliminates the possibility of the Trustees or TPR pursuing insolvency proceedings in the U.K. or other

10

jurisdictions, and, by resolving the claims of the largest third-party creditors — the Schemes — facilitates the reality of a confirmable plan.(7)

The SCL Committee, by contrast, objects to the settlement, focusing its argument in three key areas: that the section 75 “buyout” calculation that constitutes the proposed Schemes’ claim is unwarranted, invalid, and incorrectly calculated; that there is no basis for the proposed $5 million administrative expense allocation to the Schemes; and that the proposed $69 million Equalization Reserve is unreasonable and also a calculation resultant of flawed methodology. Because the SCL Committee’s objections with respect to these elements of the Settlement Motion are extensive, the Court will address each individually.

(1)Valuation of the Schemes’ Claims

The amount of the allowed Scheme claims in the proposed settlement total $194 million, a figure which was calculated by the Schemes’ statutorily appointed actuary, Neville Hosegood, based on the estimated cost of securing members’ benefits through the purchase of annuities as of November 30, 2007.(8) (Hr’g Tr. May 29, 2008, 107:9-17, 121:11-20, 123:12-124:1; Exs. 167, 204.) The SCL Committee argues preliminarily that the section 75 “buyout” rate should not form the basis of the calculation because a section 75 debt has not been triggered against SCL and may never be. To that end, the SCL Committee maintains that the FSDs issued against SCL did not give rise to present, direct claims against SCL in the buyout amount, but rather called for SCL to

(7) The Debtors also assert that, if this dispute is not resolved now, its settlement in connection with the Debtors’ interest in a joint venture (GE SeaCo) will unravel and make confirmation of a plan unlikely.

(8) Hosegood, a witness offered by the SCLS Committee in support of the Settlement Agreement, is a consultant and actuary employed by Mercer, a global human resource consulting firm (“Mercer”). (Hr’g Tr. May 29, 2008, 105:12-16).

11

undertake an obligation to TPR in the form of a suretyship. Beyond that, the SCL Committee argues that the FSDs and any contribution requirements stemming therefrom are issued in violation of the automatic stay and are therefore ineffective against SCL. Finally, the SCL Committee insists that potential future section 75 triggers — commencement of U.K. insolvency proceedings or wind up of the Schemes — will not occur.

Developing these various themes on the same argument — that the section 75 debt as calculated by Hosegood should not form the basis of the agreement — the SCL Committee argues for a figure steeply discounted from that reflected in the proposed settlement. In this vein, the SCL Committee argues that even if the section 75 calculation applies, it should be discounted as contingent (according to the SCL Committee, virtually certain not to be triggered) and reduced to more accurately reflect the market. Because Hosegood’s charge as scheme actuary is to estimate the cost of purchasing annuities in the market, the SCL Committee contends that this means that he must look to actual, closed transactions as the reference point for the estimation rather than quotes and bids from potential buyers. Relying on the fact that competition has driven market prices downward, the SCL Committee argues that Hosegood’s estimation is too high, by at least £35 million. (SCL Post-Trial Br. at 22.)

The Court disagrees. The evidence and the record reflect that the triggering of a section 75 debt is not so remote as to be wholly discounted, nor are Hosegood’s November 30, 2007, section 75 calculations unreasonable.

First, Hosegood testified that buyout basis valuation can be employed in the absence of a trigger when the employer’s willingness and ability to fund a scheme (the “Employer Covenant”) are so lacking or non-existent that the scheme trustees need to pass all risk to an insurance

12

company. (Hr’g Tr. May 29, 2008, 121:21-122:12.) Therefore, given the precarious financial position of SCSL and the extensive pension concerns that pre-date the chapter 11 petition, it is not unreasonable that a section 75 buyout calculation would be employed with respect to the valuation of the Schemes’ claims, whether or not a trigger event had occurred.

Second, the SCL Committee’s confidence that a section 75 trigger will not occur appears to the Court to be unfounded. The Scheme Trustees themselves could trigger unilaterally a section 75 debt by winding up the Schemes. Despite the SCL Committee’s insistence that the Schemes will not wind up, the possibility is not so farfetched, given the acridity of the pension dispute and the Schemes’ need and unheeded demands for funding support. (Hr’g Tr. May 28, 2008, 65:19-66:17; 252:22-253:9.) Additionally, the Schemes can initiate insolvency proceedings in the U.K. and thereby trigger a section 75 debt. (Id at 65:7-18; Hr’g Tr. May 29, 2008, 63:25-64:8.) Merely because the Schemes have not yet taken such action does not mean that they will not take action. The power of the Schemes to take action unilaterally renders such trigger events all the more possible.

Next, Hosegood’s section 75 calculation, though not based on transactions that actually closed, was reasonably founded on detailed research analysis and actuarial assumptions provided by Mercer, based on its experience with recent buyout quotations and market factors. (Hr’g Tr. May 29, 2008, 123:17-124:20.) Mercer’s research was bolstered by market experience, for it has participated in at least 52 buyout transactions since 2006. (Id at 127:2-12.) Further, Pricewaterhouse Coopers (“PwC”) was retained by the Debtors to assess a buyout range for the schemes, and PwC’s conclusions reflected a range into which Mercer and Hosegood’s estimations fell. (Hr’g Tr. May 28, 2008, 150:3-11, 155:9-156:7; Ex. 9.) Christopher Massey, a

13

pensions actuary at PwC, testified as to PwC’s work and stated that the high end of PwC’s range “reflects actual quotations that you might receive from an insurance company” and that the low end included figures from transactions that had actually gone to closing but that the 1983 and 1990 Schemes would be hard-pressed to realize because they lacked “competitive tension in the circumstances [they] were in.” (Id. at 151:15-16,193:2-3.)

Generally, Mercer and Hosegood’s buyout calculations “were within the market’s range,” though at the higher end. (Id. at 188:17-19.) The SCL Committee, for purposes of this objection, contends that those figures should be nearer the low end of any range, but that does not render the proposed settlement improper or unreasonable. As of November 30, 2007, the relevant date for the calculation of the settlement amount, PwC estimated the combined buyout deficit for the Schemes at £92.4 million. (Id. at 158:2-20; Ex. 13.) Mercer and Hosegood estimated it at £100.4. This calculation does not appear to the Court to be so flawed as the SCL Committee insists.

The SCL Committee’s next argument centers on which method of calculation should be applied. The SCL Committee contends that U.S. law prescribes the “prudent investor” rate for determination of the value of the pension claims. The “prudent investor” rate constitutes the rate which “a reasonably prudent investor would receive from investing the funds.” CSC Indus., Inc. v. Belfance, 232 F.3d 505, 508 (6th Cir. 2000). The relevant rate applied under U.S. law to U.S. pensions is inapplicable here.(9) SCSL is a U.K. company and the Schemes are created, operated, and regulated under U.K. pensions law. As such, a conflict of laws analysis favors application of

(9) Moreover, use of a “prudent investor” rate under U.S. law has been questioned. Law Debenture Trust Co. v. Kaiser Aluminum Corp. (In re Kaiser Aluminum Corp.), 339 B.R. 91, 95-96 (D.Del. 2006).

14

U.K. pensions law. See, e.g., Edelist v. MBNA Am. Bank, 790 A.2d 1249,1256 (Del. Super. 2001) (indicating that the five factor “most significant relationship” test that applies to contract actions evaluates “(a) the place of contracting; (b) the place of negotiation of contract; (c) the place of performance; (d) the location of the subject matter of the contract; and (e) the domicile, residence, nationality, place of incorporation and place of business of the parties”). Thus, it is appropriate to consider valuation of the Schemes’ claims in accordance with the pension laws of the U.K.(10)

The SCL Committee further argues that if U.K. law does apply, Hosegood’s “Technical Provisions” calculation as of December 31, 2006 should determine the value of the Schemes’ claims. At that time, based on his annual actuarial report findings, Hosegood calculated that the 1983 Scheme deficit was £34.47 million. (Exs. 70,113.) The SCL Committee argues that this amount, as compared to the £79.6 million buyout deficit incorporated into the proposed settlement, is the proper way to value the Schemes’ claims in the absence of a section 75 triggering event. (Ex.71.) The Technical Provisions calculation, the SCL Committee argues, is sufficient because it “would enable the scheme to ... meet all its future benefit payments if the future unfolded in accordance with the assumptions made in the technical provisions.” (Hr’g Tr. May 29, 2008, 118:9-12.) While Hosegood conceded that the £34 million Technical Provisions amount would undoubtedly help the Schemes more than no claim at all, he went on to note that the “assumptions made for the technical provisions using AA corporate bonds involve a degree

(10) To be clear, the result here does not turn on choice of law considerations specific only to Delaware. Despite the fact that this dispute arises in the context of a title 11 proceeding under U.S. law, there is no factor or policy consideration which calls for imposition of U.S. law upon an aspect of this case arising purely as a consequence of foreign law. To do so would be akin to the proverbial exercise of trying to force a round peg into a square hole.

15

of risk” that the Schemes in their circumstance could not well tolerate. (Id. at 118:13-15.) Given the Schemes’ needs to minimize risk and secure funding, the Court concludes that use of neither the prudent investor rate nor the 2006 technical provisions calculation is appropriate in this instance. For purposes of this Settlement Agreement, and given an opportunity to better understand the dynamics of the situation, the Court concludes that the buyout method is appropriate for valuing the Schemes’ claims.

Finally, the SCL Committee objects to the validity of the FSDs and the direct, buyout rate claims that they purport to give the Trustees against SCL. Contending that the FSDs were the result of strategic collaboration between the Trustees and TPR and were issued in violation of the automatic stay, the SCL Committee argues that the Trustees are obtaining an unwarranted jump in priority and should only be entitled to a direct claim against SCSL and an indirect claim against SCL under the Services Agreement.

After reviewing the history of the Schemes’ distress and recognizing that the relationship with TPR has developed in response to that distress, the Court concludes that it is reasonable to calculate the Schemes’ claims as though the FSDs are valid. (See Exs. 35, 38, 54, 94, 137, 138, 139.) The Determinations Panel contemplated the impact of the automatic stay on the FSDs, and concluded that they should be issued though it would ultimately be for this Court to approve any proposed funding arrangement. (Ex.139.) This Court concludes that the mere issuance of the FSDs does not violate the automatic stay, for the FSDs are issued by TPR, a statutorily created entity endeavoring to exercise its regulatory power. The FSDs resulted from communications of concern over funding expressed by the Scheme Trustees, but the Court does not believe that there was an underhanded collaboration between the Trustees and the Schemes at play. Rather, the

16

FSDs reflect that the TPR was fulfilling its statutory objective of ensuring that pension schemes are properly funded and maintained.

Issuance of the FSDs, without more, does not amount to an attempt to collect a debt or assert a claim against the Debtors, but they do provide guidance as to the needs of the Schemes and therefore the pertinent considerations in valuing the Schemes’ claims. Accordingly, the FSDs should not be ignored as invalid. Rather, the single, direct claim against SCL in the buyout rate amount that the Settlement proposes is an effective and reasonable manner by which to resolve the various potential claims of the Trustees and satisfy TPR and the Schemes.(11)

(2)Administrative Expense Allocation

The SCL Committee also objects to the allowance of a $5 million administrative expense claim to the Schemes under the proposed settlement, arguing that the Schemes have rendered no post-petition benefit to the Debtors’ estate and have no right to an administrative expense claim. This, the SCL Committee argues, is because the Trustees made no indication of filing administrative expense claims in their proofs of claim and that all of the Schemes’ claims arise on account of liabilities that accrued pre-petition and are entitled only to general unsecured claim status.

The Debtors argue, however, that the Trustees have conferred significant benefits on the estate by continuing to administer the Schemes on a post-petition basis. The Trustees could, under U.K. law, unilaterally initiate actions that would undoubtedly operate to the detriment of

(11) Moreover, even if, arguendo, the automatic stay, as a matter of United States’ law, applies, the Debtors’ legal expert, Jonathan Evans, a London, England barrister, testified without contradiction that, under applicable English law, such pension-related, regulatory proceedings were “exempt” from the automatic stay and would not “be enjoined by an English Court.” (Hr’g Tr. May 28, 2008, 72:11-73:9, Tr. Ex. 16, ¶¶ 83-88 at pp. 35-37 (Evans’ Expert Report)).

17

the estate and they have resisted doing so. Instead, the Trustees have refrained from winding up the Schemes while the Debtors, the Committees, and the Trustees worked to negotiate a settlement. (Hr’g Tr. May 28, 2008, 252:22-253:9; May 29, 2008, 21:8-22:12.) The evidence shows that the Schemes incurred $14 - $15 million in operational expenses in the year from October 15, 2006 to October 2007, and continue to incur such operational and administrative expenses on an ongoing basis. (Hr’g Tr. May 29, 2008 21:8-22:12). Under these circumstances, a $5 million administrative expense claim for the Trustees under the proposed settlement is reasonable.

(3)Equalization Reserve

The Equalization Claims asserted by the Trustees — against the 1983 Scheme in the amount of at least $60 million and against the 1990 Scheme in an unliquidated amount — stem from recent European Court of Justice jurisprudence, incorporated into the U.K. Pensions Act 1995, requiring that pension schemes equalize retirement ages for men and women. (Hr’g Tr. May 28, 2008, 73:10-76:3.) Under the equalization requirements, pension schemes were obligated to “amend their normal retirement ages [by amending their deeds] and ensure that benefits for men and women were calculated by reference to the same normal retirement age.”(12) (Id. at 76:4-9.) If a scheme failed to do so and that failure came to light, then the scheme would have to “go back and recalculate benefits and pay whatever back payments are due and recalculate future pensions and execute a deed of amendment quickly,” thereby increasing the liabilities of the scheme, (Id. at 77:2-6.)

(12) Prior to the change in law, it was apparently common practice for employers to provide a lower retirement age for women than for men.

18

The Settlement Motion proposes to place $69 million in reserve on account of potential equalization claims. The SCL Committee objects, arguing again that the calculation of potential liability is flawed and improperly based upon a “worst case scenario” that assumes that all attempts at equalization were ineffective. Further, the SCL Committee argues that the Schemes were effectively equalized in 1994 and have operated since that time as if equalization was effective. (Exs. 74, 76, 77.) Thus, the SCL Committee contends that the equalization reserve should be rejected in toto. The Court concludes otherwise.

The Schemes have recently had cause for concern over the effectiveness of their efforts at equalization because individual pensioners have contacted the Trustees regarding potential equalization claims. (Hr’g Tr.
May 29, 2008,15:3-16:18.) In the course of investigating these claims

it became apparent that no deed had, or to the best of everyone’s knowledge and belief, no deed had been executed [in 1994] in respect to members of the 1983 Scheme, and that then gave rise to further questions as to, if a deed had not been executed, in what way could we be certain that equalization had occurred.

(Id at 16:10-15.) Such uncertainty arose because in early efforts at equalization compliance, “the practice was sloppy and a lot of schemes didn’t [properly amend their deeds]. They simply treated the scheme as if it had been validly amended, paid benefits on that basis, wrote letters to members... issued booklets, whatever. But didn’t actually pass a formal amendment.” (Hr’g Tr. May 28, 2008, 76:16-23.)

PwC also assessed the extent of the Schemes’ potential equalization claims, and estimated the liability of the 1983 Scheme to be £17 million, or approximately $34 million. (Ex. 22.) Though that figure is markedly smaller than the $60 million claim provided for in the

19

settlement on behalf of the 1983 Scheme, PwC’s Massey testified that in arriving at the lower figure, PwC assumed that some equalization had taken place. (Hr’g Tr. May 28, 2008, 200:16-201:10.) The amount of the Equalization Reserve specified in the proposed settlement is based on a buyout basis, as calculated by Hosegood, on the assumption that equalization was wholly ineffective. (Hr’g Tr. May 28, 2008, 201:8-10; Ex. 54 at 181:17-182:3.)

There is evidence that these Schemes were treated as if amended, and that they did issue such administrative notices, letters, and booklets as those described, but that no formal amendment has been shown. Evans opined, convincingly, that, “[t]he English Courts have required strict compliance with the formal requirements of a scheme’s amendment power.” (Trial Ex. 16, ¶95 at p. 40 (Evans’ Expert Report)). Contrary to what the SCL Committee argues, it is not certain from the evidence presented that equalization was fully and effectively dealt with by the Schemes. The Reserve amount may be higher than other estimates, but it is not unreasonable. Importantly, because the Schemes and Debtors have requested a U.K. court to determine the effectiveness of equalization, a concrete figure for these claims may soon be known. (Hr’g Tr. May 29, 2008, 18:14-22, 66:23-67:3.) If it is less than the reserve amount, the excess funds will revert to the estate. If the determination exceeds the reserve, the Schemes will bear those additional liabilities. (Id at 19:4-12.) Meanwhile, the Court concludes that establishing a reserve in the amount proposed under the settlement is not unreasonable.

Revisiting of Settlement Considerations

First, the outcome of continued litigation on these claims is uncertain due to the complexity of the multiple claims, the chain of companies implicated, the foreign jurisdictions and regulatory provisions involved, and the potential of additional insolvency actions. The

20

proposed settlement may not embody the best possible compromise in the eyes of the SCL Committee, but it is safely within the realm of potential litigation outcomes.

The second factor for consideration is not relevant here, as the Debtors are not seeking to collect anything.

The third factor is undisputed: further litigation of the Trustees’ proofs of claim would be complex, lengthy, and expensive, and has already proven quite costly. Continued wrangling over the Trustees’ claims will promote further delay, expense, and inconvenience, both in this Court and potentially in foreign jurisdictions.

The final criteria to consider is the paramount interest of creditors. The SCL Committee, the creditor group arguably most impacted by the proposed settlement, have objected. They have failed, however, to convince the Court that the Settlement so affects their position as to be unfair.(13)

An appropriate order follows.

BY THE COURT

/s/ Kevin J. Carey

KEVIN J. CAREY, CHIEF JUDGE

UNITED STATES BANKRUPTCY COURT

Dated: September 19, 2008

(13) While this settlement paves the way for the Debtors to achieve confirmation of a plan, the settlement in and of itself does not constitute a “sub rosa plan.”

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EX-99.4

Exhibit 99.4

SOLICITATION VERSION

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

Young Conaway Stargatt & Taylor

Robert S. Brady (No. 2847)
Edmon L. Morton (No. 3856)
Sean T. Greecher (No. 4484)
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19801
Telephone: (302) 571-6600 Kirkland & Ellis LLP

David L. Eaton (pro hac vice)
David A. Agay (pro hac vice)
Paul Wierbicki
Sienna R. Singer
AON Center
200 East Randolph Drive
Chicago, IL 60601
Telephone: (312) 861-2000

Counsel for the Debtors and the Debtors in Possession

Dated:  September 22, 2008

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

TABLE OF CONTENTS

		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	57
C.	Reference to Monetary Figures	59
ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS		59
A.	DIP Facility Claim	59
B.	Administrative Claims	59
C.	Priority Tax Claims	61
ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS		61
A.	Classification of Claims and Interests	61
B.	Treatment of Classes of Claims and Interests	63
C.	Subordination	70
D.	Treatment of Intercompany Claims	70
E.	Intercompany Interests	71
F.	Special Provisions Governing Unimpaired Claims	71
G.	Discharge of Claims and Interests	71
H.	Acceptance or Rejection of the Plan	75
I.	No Duplication of Claims or Distributions	77
ARTICLE IV. PROVISIONS FOR IMPLEMENTATION OF THE PLAN		78
A.	Corporate Existence	78
B.	Sources of Consideration for Plan Distributions	79
C.	Corporate Governance, Directors and Officers, and Corporate Action	87
D.	Plan Administrator Appointment, Resignation and Reorganized SCL Indemnity Obligations	91
E.	GE SeaCo Definitive Settlement Documents and Pension Schemes Settlement Agreement	93
F.	Resolution of Intercompany Claims	94
G.	Implementation of the Plan in Bermuda and the United Kingdom	94
H.	Litigation and Resolution of Equalization Claim	95
I.	Implementation of the Pension Schemes Settlement Agreement	96
J.	Modification or Amendment of the Pension Schemes Settlement Agreement:	99
K.	Vesting of the Assets On or After the Effective Date	101
L.	Release of Liens, Claims and Equity Interests	102

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TABLE OF CONTENTS (cont’d)

M.	Cancellation of Debt and Equity Interests and Related Obligations	102
N.	Employee Benefits	104
O.	Equalization-Related Employee Claim Trust	104
P.	Creation of Professional Fee Escrow Account	111
Q.	Preservation of Rights of Action	111
R.	Exemption from Certain Transfer Taxes	114
ARTICLE V. EQUALIZATION ESCROW ACCOUNT		115
A.	Establishment and Purpose of Equalization Escrow Account	115
B.	Transfer of Assets to the Equalization Escrow Account	116
C.	Appointment of the Equalization Escrow Agent	117
D.	Distributions; Withholding	117
E.	Equalization Escrow Account Expenses	117
F.	Discharge of Liabilities to Holders of Pension Schemes Claims	117
G.	Closing of the Equalization Escrow Account	119
ARTICLE VI. NON-DEBTOR SUBSIDIARY TRUST		120
A.	Establishment and Purpose of the Non-Debtor Subsidiary Trust	120
B.	Transfer of Assets to the Non-Debtor Subsidiary Trust	120
C.	Appointment of the Non-Debtor Subsidiary Trustees	121
D.	Distributions; Withholding	122
E.	Trust Expenses	122
F.	Non-Debtor Subsidiary Indemnification Obligations	122
G.	Limitation on Personal Liability of Non-Debtor Subsidiary Trustees	123
H.	Investment of Trust Funds	124
I.	Termination of the Non-Debtor Subsidiary Trust	125
ARTICLE VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		125
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases	125
B.	Claims Based on Rejection of Executory Contracts or Unexpired Leases	129
C.	Cure of Defaults for Executory Contract and Unexpired Leases Assumed Pursuant to the Plan	130
D.	Reservation of Rights	131
ARTICLE VIII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS		132
A.	Allowance of Claims and Interests	132
B.	Claims and Interests Administration Responsibilities	132
C.	Estimation of Claims and Interests	132
D.	Expungement or Adjustment to Claims Without Objection	132
E.	No Interest	132
F.	Disallowance of Claims or Interests	132
G.	Amendments to Claims	132

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TABLE OF CONTENTS (cont’d)

ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS		132
A.	Distributions on Account of Claims and Interests Allowed as of the Effective Date	132
B.	Distributions on Account of Claims Allowed After the Effective Date or Assets Realized After the Effective Date	132
C.	Delivery of Distributions	132
D.	Setoff	132
ARTICLE X. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS		132
A.	Compromise and Settlement of Claims and Controversies	132
B.	Releases by the Debtors	132
C.	Third Party Releases	132
D.	Exculpation	132
E.	Injunction	132
F.	Waiver or Estoppel	132
G.	Special Provision Relating to SCA	132
ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS		132
A.	Professional Claims	132
B.	Other Administrative Claims	132
ARTICLE XII. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN		132
A.	Conditions to Confirmation	132
B.	Conditions Precedent to Consummation	132
C.	Waiver of Conditions Precedent	132
D.	Effect of Non-Occurrence of Conditions to Consummation	132
E.	Satisfaction of Conditions Precedent to Confirmation	132
ARTICLE XIII. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN		132
A.	Modification and Amendments	132
B.	Effect of Confirmation on Modifications	132
C.	Revocation or Withdrawal of Plan	132
ARTICLE XIV. RETENTION OF JURISDICTION		132
A.	Bankruptcy Court	132
B.	No Limitation on Bermuda Court	132
C.	No Limitation on English Court	132
D.	Limitation on Personal Liability for Plan Administrator	132
ARTICLE XV. MISCELLANEOUS PROVISIONS		132
A.	Immediate Binding Effect	132
B.	Additional Documents	132
C.	Payment of Statutory Fees	132

iii

TABLE OF CONTENTS (cont’d)

D.	Dissolution of Committees	132
E.	Reservation of Rights	132
F.	Successors and Assigns	132
G.	Service of Documents	132
H.	Term of Injunctions or Stays	132
I.	Entire Agreement of the Parties	132
J.	Governing Law	132
K.	Exhibits	132
L.	Non-severability of Plan Provisions	132
M.	Conflicts	132

iv

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 SCL Newco (“Newco”) 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

2

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.

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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

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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 101/2% Senior Note Claim, the Allowed 103/4% Senior Note Claim, and the Allowed 121/2% 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 Ltd., 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

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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 initiated by SCL on [TO COME], 2008, as Case No. [TO COME], 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 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

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

65.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

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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.

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

67.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.

68.Class A Quotas:  Those certain Class A quotas in GE SeaCo owned indirectly by SCL through Quota Holdings, Ltd., a Non-Debtor Subsidiary.

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

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

71.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.

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

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

74.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.

75.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.

76.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.

77.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.

78.Consummation:  The occurrence of the Effective Date.

79.Container Interests:  (a) the Class A Quotas, (b) the Class B Quotas, (c) the Class E Quotas, (d) all Equity Interests in SPC Holdings and Sea Containers SPC, (e) 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

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Documents, (f) any interests in GE SeaCo America, (g) all rights to the name “Sea Containers” to the extent owned or controlled by the Debtors, and any trademarks, copyrights or other intellectual property of the Debtors that relate to the Container Interests, and (h) 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 (h) does not apply to Intercompany Claims held by the Debtors.

80.Creditor:  Any Holder of a Claim.

81.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.

82.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.

83.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.

84.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.

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

86.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.

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

88.Debtor Releasees:  Each of: (a) the officers, directors, and employees of the Debtors who served in such capacity from and after the Petition Date and the Debtors’ subsidiaries and their respective officers, directors, and employees who served in such capacity from and after the Petition Date in their capacity as such; (b) 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

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capacity as such; (c) 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; (d) the Creditors’ Committees and the current and former members thereof in their individual capacity as Creditors and as members of the Creditors’ Committees; (e) 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; (f) the DIP Lenders in their capacity as such; (g) GE SeaCo and the GE Quotaholders, excluding continuing obligations under the Master Transaction Agreement; and (h) the Pension Schemes Trustees.

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

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

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

92.Depository:  A securities depository system.

93.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].

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

95.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).

96.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.

97.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.

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98.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.

99.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.

100.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.

101.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.

102.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.

103.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 $100,000, to be paid as a Post-Emergence Cost, as determined by the Plan Administrator in accordance with ARTICLE IV.B.9.

104.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.

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

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

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107.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.

108.Equalization Claim:  As defined in 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.

109.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.

110.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.

111.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.

112.Equalization Escrow Agent:  The escrow agent being the Person (other than and independent from the Plan Administrator) to be designated prior to the Confirmation Date; provided, however, the Equalization Escrow Agent may not be a U.K. resident (unless otherwise agreed to by the Debtors).

113.Equalization Escrow Agent Costs:  Amounts reasonably required by the Equalization Escrow Agent to manage, operate, execute or close the Equalization Escrow

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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.

114.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.

115.Equalization-Related Employee Claim:  A claim asserted against the Equalization-Related Employee Claim Trust by Reorganized SCL, Reorganized SCSL or a Non-Debtor Subsidiary, or a liquidator thereof, as a consequence of an equal pay or English law employment-related claim 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.

116.Equalization-Related Employee Claim Reserve:  Shares of Newco Equity with an aggregate value of approximately $13.1 million, Cash in the amount of approximately $4.5 million, and any residual value in the Equalization Escrow Account after satisfaction of the Allowed Equalization Claim; provided, however, the maximum value of Newco Equity transferred from the Equalization Escrow Account shall not exceed $19.6 million.

117.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.

118.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, to the extent of an equal pay or English law employment-related claim, if any, allowed against such Debtor, Reorganized Debtor, or Non-Debtor Subsidiary.

119.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.

120.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.

121.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.

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122.Equalization-Related Employee Claim Trustees:  The trustees of the Equalization-Related Employee Claim Trust, consisting of either the JPLs or other individuals to be designated prior to the Confirmation Date, or a corporate trustee.

123.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.

124.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.

125.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.

126.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; (l) 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.

127.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.

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

129.Exit Facility Lenders:  [TO COME]

130.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.

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

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132.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.

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

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

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

136.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.

137.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.

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

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

140.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.

141.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.

142.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.

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

144.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.

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

146.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.

147.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) 101/2% Notes Due 2012; (c) 103/4% Notes Due 2006; and (d) 121/2% Notes Due 2009.

148.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.

149.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 101/2% 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 121/2% Notes Due 2009 were issued.

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

151.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.

152.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.

153.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.

154.Interim Compensation Order:  The order entitled Revised Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals

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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.

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

156.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.

157.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.

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

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

160.Master Transaction Agreement:  That certain Master Transaction Agreement by and among GE SeaCo, GE SeaCo America, SCL, SCSL, Quota Holdings Ltd., 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.

161.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 Ltd., SCSL, Sea Containers SPC, and Sea Containers America, Inc, to be Filed as part of the Plan Supplement.

162.Newco:  SeaCo Ltd. or such other Entity or Entities designated by SeaCo Ltd.

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

164.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.

165.Newco Director and Officer Equity Incentive Plan:  A post-Effective Date director and officer compensation incentive plan to be approved by Newco’s board of directors, providing for a stock portion (if any) of no more than 10% in the aggregate of Newco Equity on

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a fully-diluted basis, to be reserved for issuance as grants of equity, restricted stock or options on terms substantially set forth in the Plan Supplement.

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

167.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.

168.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, and to be filed as part of the Plan Supplement.

169.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.

170.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.

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

172.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.

173.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.

174.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.

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175.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.

176.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.

177.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.

178.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.

179.Non-Debtor Subsidiary Trustees:  The trustees of the Non-Debtor Subsidiary Trust, consisting of either the JPLs or, subject to the Creditors’ Committees’ consent, other individuals to be designated prior to the Confirmation Date, or a corporate trustee, and any successor trustee as approved by order of the Bermuda Court.

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

181.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.

182.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.

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

184.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.

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

186.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.

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187.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.

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

189.PBGC:  The Pension Benefit Guaranty Corporation.

190.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.

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

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

193.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, and attached as Exhibit A hereto, or (b) any modifications or amendments thereof in accordance with ARTICLE IV.J hereof.

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

195.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.

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

197.Petition Date:  October 15, 2006.

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198.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.

199.Plan Administrator:  The JPLs, Ernst & Young, 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.

200.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.

201.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; (l) the Newco Repatriation Note; (m) the No Objection Letter; (n) a letter agreement containing the procedures necessary to ensure that each of the Pension Schemes is eligible to enter the Pension Protection Fund; (o) the Newco Director and Officer Equity Incentive Plan; (p) the agreement relating to the retention of the Plan Administrator; and (q) other documents to be supplemented by the Debtors as necessary.

202.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 and any fees and expenses of Professionals in the Chapter 11 Cases that exceed the Professional Fee Reserve Amount.

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

204.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.

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205.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.

206.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.

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

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

209.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.

210.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)(1)(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.

211.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.

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212.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.

213.SCA:  Sea Containers America, Inc.

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

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

216.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.

217.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.

218.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.

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

220.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.

221.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, (c) $1,000,000 in Cash; provided, however, that such SCL Unsecured Distribution shall not include the Newco Equity and Cash reserved for the Equalization Claim Reserve, the 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.

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

223.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.

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224.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.

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

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

227.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.

228.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.

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

230.Security:  As defined in section 2(a)(1) of the Securities Act.

231.Senior Note Claims:  Collectively, the 77/8% Senior Note Claim, the 101/2% Senior Note Claim, the 103/4% Senior Note Claim, and the 121/2% Senior Note Claim.

232.Senior Notes:  Collectively, the (a) 77/8% Notes Due 2008; (b) 101/2% Notes Due 2012; (c) 103/4% Notes Due 2006; and (d) 121/2% Notes Due 2009.

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

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

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

236.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].

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

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

239.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.

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

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

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

243.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.

244.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.

245.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.

246.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.

247.Voting Deadline:  [November 10, 2008].

248.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

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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)(1) 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.

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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.

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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.

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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.

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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.

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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.

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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

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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

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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

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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

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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 by the recipients thereof, and subject to (i) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) 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 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

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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 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.

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 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

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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 Newco Equity transferred to the Equalization-Related Employee Claim Reserve shall not exceed $19.6 million and (b) to the extent any Newco Equity remains after satisfaction of (a), such Newco Equity will be 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 IX.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

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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, or the Professional Fee Escrow Account, 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.  The initial board of directors of Newco may approve the Newco Director and Officer Equity Incentive Plan if they determine that it is commercially reasonable.

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.

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b.Reorganized SCL.

On and after the Effective Date, operation, management and control of Reorganized SCL shall be the general responsibility of the JPLs, which shall take appropriate steps to: (i) implement the Bermuda Scheme of Arrangement, (ii) manage, control, wind down, and liquidate Reorganized SCL pursuant to, and in accordance with, Bermuda law and (iii) obtain a Final Order of the Bermuda Court discharging the JPLs of their duties with respect to Reorganized SCL.

c.Reorganized SCSL.

On and after the Effective Date, operation, management and control of Reorganized SCSL shall be the general responsibility of the liquidators or administrators of SCSL, which shall take appropriate steps to (i) implement the U.K. Scheme of Arrangement, (ii) manage, control, wind down, and liquidate Reorganized SCSL pursuant to, and in accordance with English law and (iii) obtain a Final Order of the English Court discharging the liquidators or administrators of their duties with respect to 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 new 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.

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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.1.  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 (1) the approval of the Newco Board Committee, which approval may not be unreasonably withheld, and (2) the approval of the Bankruptcy Court.  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.  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 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

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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 (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 by and through the U.K. Scheme of Arrangement, coordinating with the liquidators of SCSL, and

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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.

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 (i) 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, SeaCat 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

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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):

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(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,

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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-à-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

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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.  The Equalization-Related Employee Claim Trust Deed shall provide that the Equalization-Related Employee Claim Trustees shall cooperate with Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, and/or the Non-Debtor Subsidiaries in any and all such actions and proceedings that may be brought against them directly for recovery of Equalization-Related Employee Claims.

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

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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.

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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 finally determines 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

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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.1 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

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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

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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.

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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 finally determines 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 Newco Equity transferred to the Equalization-Related Employee Claim Reserve shall not exceed $19.6 million and (2) to the extent any Newco Equity remains after satisfaction of (1), such Newco Equity will be canceled.  The duties, responsibilities and powers of the Equalization Escrow Agent will terminate in accordance with the terms of the Equalization Escrow Agreement.

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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 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 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

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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

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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

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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,

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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

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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

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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 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.

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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, 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.

EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE APPLICABLE BAR DATE SHALL BE DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF

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SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS ON OR BEFORE THE CONFIRMATION HEARING 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

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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.

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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.

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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 and the Equalization Escrow Agent 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 or the Equalization Escrow Agent 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,

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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 IX.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.

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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 IX.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.11 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

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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

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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

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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,

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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).

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

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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).

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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, subrogation, or recoupment 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.

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

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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.

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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.

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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

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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

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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;

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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,

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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

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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

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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.

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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
Sea Containers House	The Brandywine Building
20 Upper Ground	1000 West Street, 17th Fl.
London, United Kingdom SE 1 9 PF	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 Administrators
Address To Come.

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

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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

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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.

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Dated:  September 22, 2008

	SEA CONTAINERS LTD. (for itself and all other Debtors)
By:	/s/ Laura Barlow
Name:	Laura Barlow
Title:	Chief Financial Officer and Chief Restructuring Officer

EXHIBIT A

[Pension Schemes Settlement Agreement]

EXHIBIT B

[Newco Corporate Governance Term Sheet]

2

EX-99.5

Exhibit 99.5

SOLICITATION VERSION

Young Conaway Stargatt & Taylor Robert S. Brady (No. 2847) Edmon L. Morton (No. 3856) Sean T. Greecher (No. 4484) The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE  19801 Telephone:  (302) 571-6600 Facsimile:  (302) 571-1253	Kirkland & Ellis LLP David L. Eaton (pro hac vice) David A. Agay (pro hac vice) Paul Wierbicki Sienna R. Singer AON Center 200 East Randolph Drive Chicago, IL  60601 Telephone:  (312) 861-2000 Facsimile:  (312) 861-2200
Counsel for the Debtors and the Debtors in Possession

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.	)
	)

DISCLOSURE STATEMENT FOR DEBTORS’ SECOND AMENDED JOINT PLAN
PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

•Voting Record Date:  August 15, 2008

•Voting Deadline:  [November 10], 2008

•Plan Objection Deadline:  November 10, 2008

•Hearing on Confirmation of the Plan:  November 24, 2008 at 10:00 a.m., Eastern Time

Dated:  September 22, 2008

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

TABLE OF CONTENTS

ARTICLE I. INTRODUCTION		1
A.	Purpose of Disclosure Statement	1
B.	The Debtors	4
C.	Overview of Chapter 11	5
D.	Purpose of the Plan	5
E.	Purpose of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement	7
F.	Liquidation and Plan Recovery Analyses	8
G.	Summary of Classification and Treatment of Allowed Claims and Interests Under the Plan	9
H.	Voting, Solicitation and Confirmation of the Plan	11
I.	Consummating the Plan	17
J.	Newco Common Stock	17
K.	Newco Governance	20
L.	Rules of Interpretation	20
ARTICLE II. BACKGROUND		21
A.	Description of the Debtors’ Business and Assets	21
B.	Description of the Debtors’ Prepetition Indebtedness	27
C.	The Debtors’ Management	31
ARTICLE III. THE CHAPTER 11 CASES		32
A.	Events Leading to the Chapter 11 Cases	33
B.	Stabilization of Operations	33
C.	Certain Administrative Matters in the Chapter 11 Cases	34
D.	Postpetition Events Regarding the Pension Schemes	38
E.	GE SeaCo Related Matters	48
F.	Group Simplification	53
G.	Settlement of Intercompany Claims and the Non-Debtor Subsidiary Reserve	62
H.	Other Events During the Chapter 11 Cases	64
I.	Claims Bar Date, Claims Objections and Claims Estimations	72
ARTICLE IV. SUMMARY OF THE CHAPTER 11 PLAN		74
A.	Overview of a Chapter 11 Plan	76
B.	Administrative and Priority Tax Claims	76
C.	Classification and Treatment of Claims and Interests	78
D.	Provisions for Implementation of the Plan	85
E.	Equalization Escrow Account	101
F.	Non-Debtor Subsidiary Trust	104
G.	Treatment of Executory Contracts and Unexpired Leases	106
H.	Procedures for Resolving Contingent, Unliquidated, and Disputed Claims	109
I.	Provisions Governing Distributions	112
J.	Settlement, Release, Injunction, and Related Provisions	118
K.	Allowance and Payment of Certain Administrative Claims	124
L.	Conditions Precedent to Confirmation and Consummation of the Plan	125

M.	Modification, Revocation, or Withdrawal of the Plan	128
N.	Retention of Jurisdiction	129
O.	Miscellaneous Provisions	131
ARTICLE V. SUMMARY OF THE SCHEMES OF ARRANGEMENT		135
A.	Bermuda Scheme of Arrangement	135
B.	U.K. Scheme of Arrangement	141
ARTICLE VI. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN		144
A.	The Confirmation Hearing	144
B.	Confirmation Standards	145
C.	Best Interests of Creditors Test/Liquidation Analysis and Valuation Analysis	146
D.	Financial Feasibility	154
E.	Acceptance By Impaired Classes	156
F.	Confirmation Without Acceptance By All Impaired Classes	157
ARTICLE VII. CERTAIN FACTORS TO BE CONSIDERED PRIOR TO VOTING		159
A.	General	159
B.	Certain Bankruptcy Considerations	159
C.	Factors Relating to Newco’s Business	164
D.	Factors Affecting the Value of Newco Equity and Residual Assets	173
E.	Risks Associated With Forward-Looking Statements	181
F.	Risks Related to Information Provided by GE SeaCo	183
G.	Risks Related to the Pension Schemes Support for the Plan	183
ARTICLE VIII. CERTAIN U.S. FEDERAL AND OTHER TAX CONSEQUENCES		183
A.	Certain U.S. Federal Income Tax Consequences	183
B.	Certain Non-U.S. Tax Considerations	189
ARTICLE IX. CERTAIN U.S. SECURITIES LAW MATTERS		190
A.	Plan Securities	190
B.	Issuance and Resale of Newco Equity under the Plan	190
ARTICLE X. PLAN VOTING PROCEDURES		192
A.	Confirmation Generally	193
B.	Who Can Vote	193
C.	Classes Impaired Under the Plan	194
D.	Contents of Solicitation Package	195
E.	Distribution of Solicitation Documents	195
F.	Releases Under the Plan	197
G.	Voting	197
ARTICLE XI. RECOMMENDATION		199

TABLE OF APPENDICES

Appendix A — Debtors’ Joint Plan

Appendix B — Liquidation Analysis

Appendix C — Plan Recovery Analysis

Appendix D — Corporate Organization Chart

Appendix E — Financial Projections

Appendix F — Form of No Objection Letter

Appendix G — Summary of Material Terms of Exit Facility

Appendix H — Schedule of Estimated Net Book Value of Containers

ARTICLE I.
INTRODUCTION(2)

Sea Containers Caribbean Inc. (“SCC”), Sea Containers Ltd. (“SCL”), and Sea Containers Services Ltd. (“SCSL”) (collectively, the “Debtors”) submit the following Disclosure Statement (this “Disclosure Statement”) pursuant to section 1125 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) for purposes of soliciting votes to accept or reject the Debtors’ joint chapter 11 plan (as may be amended from time to time, the “Plan”), a copy of which is attached to this Disclosure Statement as Appendix A. (3)  This Disclosure Statement describes certain aspects of the Plan, including the treatment of Holders of Claims and Interests, and also describes certain aspects of the Debtors’ operations, financial projections, and other related matters.

A.Purpose of Disclosure Statement

This Disclosure Statement sets forth certain information regarding the Debtors’ prepetition history, significant events during these Chapter 11 Cases, the resolution of certain disputes central to the Debtors’ reorganization, and the anticipated operations and financing of Newco, the entity to which SCL will transfer its remaining Container Interests and certain additional consideration in exchange for Newco Equity (which will vest in the Plan Administrator on the Effective Date to be distributed to the Debtors’ Creditors on a Pro Rata basis to Holders of Allowed Claims in accordance with the terms of the Plan) and Cash (funded from the Exit Facility) that will be used for, among other things, repayment of the DIP Facility. This Disclosure Statement also describes the terms and provisions of the Plan, including certain alternatives to the Plan, certain effects of Confirmation of the Plan, certain risk factors associated with the Plan, the reorganization of SCL, and Newco Equity, other considerations in connection with the Plan, and the manner in which distributions will be made under the Plan. In connection with the Plan, this Disclosure Statement describes certain aspects of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement necessary to effect the Plan and certain transactions contemplated in connection therewith. In addition, this Disclosure Statement discusses the Confirmation process and the Voting Procedures that Holders of Claims must follow for their votes to be counted.

PLEASE READ THIS IMPORTANT INFORMATION.

THIS DISCLOSURE STATEMENT CONTAINS DESCRIPTIONS AND SUMMARIES OF CERTAIN STATUTORY PROVISIONS, CERTAIN EVENTS IN THE DEBTORS’ CHAPTER 11 CASES, CERTAIN TERMS AND PROVISIONS OF THE PLAN, FINANCIAL INFORMATION, AND CERTAIN OTHER DOCUMENTS WHICH ARE ATTACHED TO, OR INCORPORATED BY REFERENCE IN, THE DISCLOSURE STATEMENT.

(2)This introduction is qualified in its entirety by the more detailed information contained in the Plan and elsewhere in this Disclosure Statement.

(3)Capitalized terms used in this Disclosure Statement but not otherwise defined shall have the meanings ascribed to such terms in Article I.A. of the Plan.

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ALTHOUGH THE DEBTORS BELIEVE THAT SUCH SUMMARIES ARE FAIR AND ACCURATE, SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH UNDERLYING INFORMATION, DOCUMENTS, PLEADINGS OR STATUTORY PROVISIONS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION OR SUMMARY IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, FINANCIAL INFORMATION, AND CERTAIN OTHER DOCUMENTS WHICH ARE ATTACHED TO, OR INCORPORATED BY REFERENCE IN, THE DISCLOSURE STATEMENT, THE PLAN, FINANCIAL INFORMATION, OR OTHER DOCUMENTS, AS THE CASE MAY BE, SHALL GOVERN FOR ALL PURPOSES.

FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.

SEVERAL DOCUMENTS INCLUDED IN THE PLAN SUPPLEMENT TO THE DEBTORS’ PLAN (THE “PLAN SUPPLEMENT”), ARE DESCRIBED IN THIS DISCLOSURE STATEMENT, BUT THESE SUMMARIES ARE NOT A SUBSTITUTE FOR A COMPLETE UNDERSTANDING OF THE UNDERLYING DOCUMENTS. YOU ARE URGED TO REVIEW THE FULL TEXT OF ALL SUCH DOCUMENTS IN THE PLAN SUPPLEMENT.

THIS DISCLOSURE STATEMENT CONTAINS CERTAIN INFORMATION WITH RESPECT TO GE SEACO SRL. BY ACCEPTING THIS DISCLOSURE STATEMENT, YOU ACKNOWLEDGE AND AGREE THAT GE SEACO SRL (1) IS NOT RESPONSIBLE TO YOU FOR THE ACCURACY OF ANY INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT WITH RESPECT TO GE SEACO SRL, (2) IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES TO YOU WHATSOEVER WITH RESPECT TO SUCH INFORMATION, AND (3) WILL NOT HAVE ANY LIABILITY TO YOU WITH RESPECT TO SUCH INFORMATION.

THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAVE BEEN MADE AS OF THE DATE OF THIS DISCLOSURE STATEMENT UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER AT THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN THE FACTS SET FORTH IN THIS DISCLOSURE STATEMENT SINCE THE DATE OF THIS DISCLOSURE STATEMENT.

EACH HOLDER OF A CLAIM OR INTEREST ENTITLED TO VOTE ON THE PLAN SHOULD CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE STATEMENT, THE PLAN SUPPLEMENT, AND ALL DOCUMENTS WHICH ARE ATTACHED TO, OR INCORPORATED BY REFERENCE IN, THIS DISCLOSURE STATEMENT IN THEIR

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ENTIRETY BEFORE CASTING A BALLOT. THE INFORMATION INCLUDED IN THIS DISCLOSURE STATEMENT IS PROVIDED FOR THE PURPOSE OF SOLICITING ACCEPTANCES OF THE PLAN AND SHOULD NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER AND HOW TO VOTE ON THE PLAN. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. ANY ENTITIES DESIRING ANY SUCH ADVICE OR ANY OTHER ADVICE SHOULD CONSULT WITH THEIR OWN ADVISORS.

NO ONE IS AUTHORIZED TO GIVE ANY INFORMATION WITH RESPECT TO THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT AND THE DOCUMENTS ATTACHED TO OR INCORPORATED BY REFERENCE IN THIS DISCLOSURE STATEMENT. ANY INFORMATION, REPRESENTATIONS, OR INDUCEMENTS MADE TO OBTAIN AN ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN AS SET FORTH, OR INCONSISTENT WITH, THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, THE DOCUMENTS ATTACHED TO OR INCORPORATED BY REFERENCE IN THIS DISCLOSURE STATEMENT, AND IN THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR INTEREST.

THE SECURITIES DESCRIBED IN THIS DISCLOSURE STATEMENT WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AS AMENDED, OR ANY SIMILAR FEDERAL, STATE, OR LOCAL LAW, GENERALLY IN RELIANCE ON THE EXEMPTIONS SET FORTH IN BANKRUPTCY CODE § 1145.

THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT.

ALTHOUGH THE DEBTORS HAVE USED THEIR REASONABLE BEST EFFORTS TO ENSURE THE ACCURACY OF THE FINANCIAL INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT, THE FINANCIAL INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS DISCLOSURE STATEMENT HAS NOT BEEN AUDITED, EXCEPT AS SPECIFICALLY INDICATED OTHERWISE.

THE PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEEN PREPARED BY THE DEBTORS’ MANAGEMENT TOGETHER WITH ITS ADVISORS. THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS’ MANAGEMENT AND THEIR ADVISORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE

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ACCURACY OF THESE PROJECTIONS OR TO THE ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THEREFORE,  THESE PROJECTIONS MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

FOR A DESCRIPTION OF THE PLAN AND VARIOUS FACTORS TO BE CONSIDERED PERTAINING TO THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS, PLEASE SEE ARTICLE IV AND ARTICLE VII.

TO BE COUNTED, THE BALLOT (OR MASTER BALLOT OF A NOMINEE’S HOLDER, AS APPLICABLE) INDICATING ACCEPTANCE OR REJECTION OF THE PLAN (AND, AS APPLICABLE, THE BERMUDA SCHEME OF ARRANGEMENT) MUST BE RECEIVED BY BMC GROUP, INC., THE DEBTORS’ CLAIMS AND SOLICITATION AGENT, NO LATER THAN 4:00 P.M. PREVAILING PACIFIC TIME, ON [NOVEMBER 10], 2008. SUCH BALLOTS (OR MASTER BALLOTS, AS APPLICABLE) SHOULD BE CAST IN ACCORDANCE WITH THE SOLICITATION PROCEDURES DESCRIBED IN FURTHER DETAIL IN ARTICLE X OF THIS DISCLOSURE STATEMENT. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE SHALL NOT BE COUNTED.

B.The Debtors

On October 15, 2006 (the “Petition Date”), each of the Debtors Filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. SCL is incorporated in Bermuda and, as of the Petition Date, was the ultimate parent company for SCC and SCSL and more than 140 non-debtor, foreign and U.S. subsidiaries (the “Non-Debtor Subsidiaries” and collectively with the Debtors, the “Company”).

Originally, the Company primarily engaged in the marine container leasing business. Since the late 1970s, the Company diversified into a wide range of businesses, including passenger rail transportation, passenger ferry operation, container manufacturing and repairing, hotel operation, property investment, perishable commodity production, and sales and publishing (collectively, the “Non-Container-Leasing Businesses”). The Company operated as a global consolidated business and had employees, assets, and creditors throughout the world.

Prior to the Petition Date, the Company initiated a restructuring program and divested itself of various Non-Container-Leasing Businesses. Subsequent to the Petition Date, the Company continued its prepetition restructuring initiatives, including selling Non-Container-Leasing Businesses during the Chapter 11 Cases. As detailed in this Disclosure Statement, while SCL has completed a significant portion of these divestitures and asset sales, under the Plan, the

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Debtors expect to complete the sale of their remaining Non-Container-Leasing Businesses and wind-down and liquidate the remaining Non-Debtor Subsidiaries. The Debtors anticipate that, under the Plan, the assets of Newco primarily will consist of the Container Interests, Causes of Action relating to Container Interests (if any), and a note issued to Newco for repayment of certain Cash lent by Newco enabling Reorganized SCL to repay the balance of the DIP Facility and fund Reorganized SCL’s wind-down costs.(4)

C.Overview of Chapter 11

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for similarly situated creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the bankruptcy commencement date. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor-in-possession.”

Consummating a plan is the principal objective of a chapter 11 case. A plan may, as in this case, contemplate a transfer of a debtor’s assets and subsequent liquidation of the debtor. The Bankruptcy Court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the Bankruptcy Court confirming a plan provides for the treatment of such debt in accordance with the terms of the confirmed plan.

Prior to soliciting acceptances of a proposed chapter 11 plan, Bankruptcy Code § 1125 requires a debtor to prepare a disclosure statement containing information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the chapter 11 plan. This Disclosure Statement is being submitted in accordance with the requirements of Bankruptcy Code § 1125.

D.Purpose of the Plan

In general, the Plan contemplates the transfer of the Debtors’ direct and indirect interests in their marine and land container leasing business to Newco. Newco Equity will vest in the Plan Administrator and, subject to certain holdbacks and trusts set aside for certain Claims, as

(4)The Container Interests include: (a) SCL’s indirect ownership of the Class A Quotas in GE SeaCo SRL (“GE SeaCo”); (b) SCL’s direct ownership of the Class B Quotas in GE SeaCo; (c) SPC Holdings, Ltd.’s equity interests in Sea Containers SPC Ltd., which owns a significant portion of the Company’s remaining container assets and any related intellectual property; (d) certain U.S.-based container assets, such as chassis, currently titled in the name of Sea Containers America Inc.; and (e) Sea Containers America Inc.’s 50% membership interest in GE Seaco America LLC, which employs a limited U.S. staff who handle operations, leasing and end-of-useful-life disposal of the U.S-based container assets.

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discussed herein, beneficial ownership interest in Newco Equity will be distributed on a Pro Rata basis to Holders of Allowed Claims in accordance with the terms of the Plan. The value of Newco Equity will derive, in large part, from (1) the value of SCL’s interests in GE SeaCo — its joint venture with GE Capital — and (2) the value of SCL’s interests in Sea Containers SPC Ltd. — the special purpose subsidiary established by SCL that owns a substantial portion of SCL’s shipping containers and related lease revenues. Newco also will lend Cash to Reorganized SCL from its Exit Facility and will receive the Newco Repatriation Note from Reorganized SCL. Reorganized SCL will use the Cash received from Newco, together with its own liquid resources at exit, to repay its debtor in possession loan. Subject to any priority claims and the Post-Emergence Costs, the Newco Repatriation Note will be payable by Reorganized SCL from proceeds received on account of Intercompany Claims, Intercompany Interests, and other property of the Debtors’ estates, including any residual value that reverts to Reorganized SCL from the trusts and reserves established under the Plan.

Further, to ensure that Non-Debtor Subsidiary directors do not seek to enforce Intercompany Claims, the Plan also contemplates the establishment of the Non-Debtor Subsidiary Reserve, which will be held by the Non-Debtor Subsidiary Trustees. The Non-Debtor Subsidiary Reserve will consist of a certain amount of Cash and Newco Equity that will be available to fund certain payments to creditors of the Non-Debtor Subsidiaries that are currently known or that the Debtors will know of by November 30, 2008. These payments to creditors will be paid according to the Entity Priority Model dividend rate so as to approximate what those creditors of the Non-Debtor Subsidiaries would have received in a simultaneous groupwide liquidation. The Plan provides that any residual property other than Newco Equity from the Non-Debtor Subsidiary Reserve will revert to Reorganized SCL and, after payment of the Post-Emergence Costs, be used pay down the Newco Repatriation Note. To the extent any residual property remains after payment of the Newco Repatriation Note in full, such remaining residual property will be distributed to the Holders of Allowed Claims on a Pro Rata basis. Any residual Newco Equity contained in the Non-Debtor Subsidiary Reserve will be cancelled.

The Plan also contemplates the establishment of the Equalization Escrow Account. The Equalization Claim Reserve will be held in the Equalization Escrow Account and administered by the Equalization Escrow Agent. The Equalization Claim Reserve will be used to satisfy any valid Equalization Claim. Additionally, the Plan establishes a separate reserve to satisfy Equalization-Related Employee Claims, if any. The Equalization-Related Employee Claim Reserve will be held by the Equalization-Related Employee Claim Trust. The Plan provides that any residual value in the Equalization Claim Reserve after satisfaction of the Allowed Equalization Claim will be transferred to the Equalization-Related Employee Claim Reserve subject to a maximum limit of Newco Equity that can be transferred to the Equalization-Related Employee Claim Reserve in accordance with the Plan. All Newco Equity that was maintained by the Equalization Claim Reserve that is not transferred to the Equalization-Related Employee Claim Reserve will be cancelled. Any residual property remaining in the Equalization-Related Employee Claim Reserve other than Newco Equity after satisfaction of Allowed Equalization-Related Employee Claims will revert to Reorganized SCL, and, after payment of the Post-Emergence Costs, will be used to pay the Newco Repatriation Note. After the Newco Repatriation Note is paid in full, any remaining property of Reorganized SCL other than Newco Equity will be distributed to Reorganized SCL for distribution to the Holders of Allowed Claims on a Pro Rata basis. Any residual Newco Equity contained in the Equalization-Related

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Employee Claim Reserve will be cancelled. The structure and details of the Non-Debtor Subsidiary Trust and the equalization-related reserves  are further discussed herein. After distribution of Newco Equity by the Plan Administrator, Reorganized SCL will be wound-down and dissolved in accordance with Bermuda law, and the residual cash realizations, if any, after payment of the Newco Repatriation Note, will be distributed to the Holders of Allowed Claims on a Pro Rata basis.

The Debtors carefully reviewed their current business operations and various liquidation and recovery scenarios and have concluded that the recovery for Holders of Allowed Claims will be maximized through transactions and distributions contemplated by the Plan, as further implemented by the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement. The Debtors believe that any alternative to Confirmation of the Plan, such as conversion of these Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or any attempt by another party in interest to File a plan, would result in significant delays, litigation, and additional costs and, ultimately, would lower the recoveries for Holders of Allowed Claims.

E.Purpose of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement

The Debtors have determined that, in light of SCL being incorporated in Bermuda, the Bermuda Scheme of Arrangement is necessary to ensure that the Plan can be implemented under the laws of Bermuda. The Debtors have also determined that the U.K. Scheme of Arrangement is necessary to implement the Pension Schemes Settlement Agreement, which settles significant claims against the Debtors and is a major aspect of the Plan. The effectiveness of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement is a condition to consummation of the Plan.

As SCL is a Bermuda corporation, after commencement of these Chapter 11 Cases, the Debtors filed winding-up proceedings in Bermuda, and the Supreme Court of Bermuda (the “Bermuda Court”) appointed John C. McKenna and Gareth H. Hughes to serve as joint provisional liquidators (the “JPLs”) to monitor the general progress of these Chapter 11 Cases. To implement the Plan with respect to SCL, the Debtors will propose a scheme of arrangement for SCL (the “Bermuda Scheme of Arrangement”). In that regard, the Bermuda Scheme of Arrangement will be submitted to the Bermuda Court for approval, and together with a separate explanatory statement for the Bermuda Scheme of Arrangement (the “Bermuda Scheme of Arrangement Explanatory Statement”), this Disclosure Statement and other materials will be circulated to all of SCL’s known Unsecured Creditors except for any employees that have or may assert Claims against SCL that give rise to Equalization-Related Employee Claims as these claims will not be compromised under the Bermuda Scheme of Arrangement. The Bermuda Scheme of Arrangement Explanatory Statement is intended to provide Creditors subject to the Bermuda Scheme of Arrangement with such information as is required by the Companies Act 1981 of Bermuda concerning the Bermuda Scheme of Arrangement.

In addition to the Bermuda Scheme of Arrangement, the Debtors will propose a scheme of arrangement under the laws of England & Wales for SCSL (the “U.K. Scheme of Arrangement”). The U.K. Scheme of Arrangement, along with certain other measures, will ensure that the Pension Schemes Settlement Agreement and certain aspects of the Plan are implemented in the U.K. The U.K. Scheme of Arrangement, and possibly schemes of

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arrangement in relation to certain Non-Debtor Subsidiaries, are necessary as a result of English regulatory requirements.(5)  Specifically, because of certain English regulatory requirements applicable to pension schemes, the Pension Schemes Claims against SCSL can only be compromised by way of a U.K. scheme of arrangement or their treatment must be otherwise approved by the U.K. Pension Protection Fund (the “Pension Protection Fund”).(6)  As a consequence, the 1983 Pension Scheme and the 1990 Pension Scheme will participate in the U.K. Scheme of Arrangement. The U.K. Scheme of Arrangement together with an accompanying separate explanatory statement (the “U.K. Scheme of Arrangement Explanatory Statement”) will be submitted to the High Court of England & Wales (the “English Court”) for approval, subsequent to which, the U.K. Scheme of Arrangement, the U.K. Scheme of Arrangement Explanatory Statement, this Disclosure Statement and other materials will be circulated to the Pension Schemes, whose Claims will be compromised under the U.K. Scheme of Arrangement. It is anticipated that the English Court will have held the hearing to approve the U.K. Scheme of Arrangement prior to the close of voting for the Plan. The U.K. Scheme of Arrangement Explanatory Statement will provide such information to the Creditors who are the subject of the U.K. Scheme of Arrangement as is required by the Companies Act 2006 of Great Britain.

Creditors under each of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement will receive the same treatment they received under the Plan. The Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement provide for distributions to Creditors on the same terms as the Plan. The U.K. Scheme of Arrangement will be included as part of the Plan Supplement.

F.Liquidation and Plan Recovery Analyses

The Debtors believe that their businesses and assets have significant value that would not be realized in a hypothetical chapter 7 liquidation, either in whole or in substantial part. The Debtors, with the assistance of PricewaterhouseCoopers LLP (“PwC”) and Rothschild Inc. (“Rothschild”), have prepared a liquidation analysis and plan recovery analysis described further in ARTICLE VI.C. on behalf of the Debtors to assist Holders of Claims in determining whether to accept or reject the Plan. These Liquidation and Plan Recovery Analyses together compare the proceeds that could be realized if the Debtors were to be liquidated in a case under chapter 7 of the Bankruptcy Code with their recovery under the Plan as currently proposed. The analyses are based upon the value of the Debtors’ assets and liabilities as of a date certain, and incorporate estimates and assumptions developed by the Debtors, including a hypothetical conversion to a liquidation under chapter 7 of the Bankruptcy Code as of a date certain, that are subject to potentially material changes with respect to economic and business conditions and legal rulings.

(5)As further described in ARTICLE III.D.5, it is possible that, as part of the winding-up of the Company and to ensure that the Pension Schemes retained U.K. Pension Protection Fund eligibility, certain Non-Debtor Subsidiaries, that are or were participating employers under the Pension Schemes, may also require U.K. schemes of arrangement.

(6)The Pension Protection Fund, a U.K. regulatory body, provides protections to U.K. defined benefit Pension Schemes that are similar to the pension protection guarantees the Pension Benefit Guaranty Corporation provides to U.S. defined benefit pension plans.

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Therefore, the actual liquidation value of the Debtors could vary materially from the estimates provided therein.

The Debtors believe that the Plan provides the best recoveries possible for Holders of Allowed Claims and Interests and strongly recommend that, if such Holders are entitled to vote, they vote to accept the Plan. As discussed in further detail in this Disclosure Statement, the Debtors believe that any alternative to Confirmation, such as liquidation or attempts by another Entity to File a chapter 11 plan, could result in significant delays, litigation, or arbitration, and additional costs. For more information, see ARTICLE VI and the liquidation analysis set forth as Appendix B hereto (the “Liquidation Analysis”).

G.Summary of Classification and Treatment of Allowed Claims and Interests Under the Plan

The Plan divides all Claims and all Interests against each Debtor into various Classes. The following tables summarize the Classes of Claims and Interests under the Plan, the treatment of such Classes, the voting rights of such Classes, and the projected recovery under the Plan, if any, for such Classes.(7)  The recoveries set forth below are projected recoveries and may change based upon changes in Allowed Claims and proceeds available.

The projected recoveries are based upon certain assumptions contained in the plan recovery analysis set forth as Appendix C hereto (the “Plan Recovery Analysis”), including an assumed value of Newco Equity of $323 million to $403 million in aggregate. As more fully described in this Disclosure Statement, the Debtors’ assumed values of the Newco Equity were derived from commonly accepted valuation techniques and are not estimates of trading values for such securities. The range listed below of a 47% to 61% recovery for the Holders of most Classes of Unsecured Claims is based on various assumptions, including, but not limited to (a) total assets available to pay Holders of Unsecured Claims of approximately $331 million to $431 million and (b) approximately $705 million of final Unsecured Claims against SCL, including a $69 million Equalization Claim.

Projected recoveries to Creditors are stated after making allowance for certain costs to be incurred by Reorganized SCL after the Effective Date to conclude the orderly wind down of SCL, SCSL, SCC and the Non-Debtor Subsidiaries, including disposal of remaining assets, resolution of claims (including taxes) of the Debtors and the Non-Debtor Subsidiaries and managing the repatriation of residual cash held at those subsidiaries to fund the repayment of the Newco Repatriation Note. The projected costs include fees for the SCL, SCSL and Debtor Affiliate scheme administrators, the Plan Administrator, the Non Debtor Subsidiary Trustees and the Equalization Related Employee Claims Trustees, the Equalization Escrow Agent, fees for the liquidation of the Debtors and non debtor subsidiaries and costs of the equalization determination

(7)This chart is only a summary of the classification and treatment of Allowed Claims and Interests under the Plan. Reference should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and treatment of Allowed Claims and Interests. To the extent of any inconsistency between the summary below and the more detailed summary in ARTICLE IV, the more detailed summary shall govern. To the extent of any inconsistency between the summaries contained in this Disclosure Statement and that set forth in the Plan, the Plan shall govern.

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process including the ELR costs, together with ongoing operational costs of the Debtors for the wind-down period. The total amount of these costs is projected to be $24 million, including estimated operational costs of approximately $3 million, estimated professional fees and liquidation costs of $5 million, estimated reimbursement to the Pension Schemes of the costs of the equalization hearing of $7 million and a contingency of $9 million. The Debtors propose to set aside a $13 million Cash reserve at emergence (including $1 million of Cash at subsidiaries) to fund these costs and expect future cash repatriations from subsidiaries to be sufficient to meet additional costs and contingencies, if incurred.

Summary of Classification and Treatment of Claims and Interests

Class	Claim	Plan Treatment of Class	Status	Projected Recovery Under the Plan
1	Other Secured Claims	Paid in full in Cash, satisfied in full by a return of the collateral, or treated in any other manner to render such Claim Unimpaired.	Unimpaired	100%
2A	SCL Other Priority Claims	Paid in full in Cash.	Unimpaired	100%
2B	SCL Other Unsecured Claims	Pro Rata share of SCL Unsecured Distribution.	Impaired	47% – 61%
2C	SCL Pension Schemes Claims	Consideration as set forth in Pension Schemes Settlement Agreement, including, without limitation, Pro Rata share of SCL Unsecured Distribution.	Impaired	47% – 61%
3A	SCSL Other Unsecured Claims	Pro Rata share of SCSL Unsecured Distribution.	Impaired	45% – 60%
3B	SCSL Pension Schemes Claims	Consideration as set forth in Pension Schemes Settlement Agreement, including, without limitation, Pro Rata share of SCL Unsecured Distribution as set out in Class 2C above.	Impaired	47% – 61%
4A	SCC Pension Schemes Claims	Consideration as set forth in Pension Schemes Settlement Agreement, including, without limitation, Pro Rata share of SCL Unsecured Distribution as set out in Class 2C above.	Impaired	47% – 61%
4B	SCC Interests	Reinstated under the Plan.	Unimpaired	100%
4C	SCC PBGC Claims	Amount by which the SCA Pension Plan is underfunded shall be satisfied and paid in full.	Unimpaired	100%

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Class	Claim	Plan Treatment of Class	Status	Projected Recovery Under the Plan
5	SCL Common Stock Interests	Not entitled to receive any distribution or retain any property under the Plan.	Impaired	N/A

H.Voting, Solicitation and Confirmation of the Plan

1.Parties Entitled to Vote on the Plan

Under the provisions of the Bankruptcy Code, not all parties-in-interest are entitled to vote on a chapter 11 plan. Holders of Claims not impaired by the Plan are deemed to accept the Plan under Bankruptcy Code § 1126(f) and, therefore, are not entitled to vote on the Plan. Holders of Claims or Interests impaired by the Plan and receiving no distribution under the Plan are not entitled to vote because they are deemed to have rejected the Plan under Bankruptcy Code § 1126(g).

Each Holder of a Claim in the following Classes is entitled to vote either to accept or reject the Plan. In addition, Holders of SCL Pension Schemes Claims and SCL Other Unsecured Claims other than the Claims of employees against SCL that give rise to Equalization-Related Employee Claims will be entitled to vote in the Bermuda Scheme of Arrangement, and the 1983 Pension Scheme and the 1990 Pension Scheme will be entitled to vote in the U.K. Scheme of Arrangement.

2B	SCL Other Unsecured Claims
2C	SCL Pension Schemes Claims
3A	SCSL Other Unsecured Claims
3B	SCSL Pension Schemes Claims
4A	SCC Pension Schemes Claims

The following Classes are Unimpaired and deemed to accept the Plan. Therefore, such Classes are not entitled to vote on the Plan and the vote of such Holders of Claims and Interests shall not be solicited.

1	Other Secured Claims
2A	SCL Other Priority Claims
4B	SCC Interests
4C	SCC PBGC Claims

The following Class is deemed to reject the Plan. Therefore, such Class is not entitled to vote on the Plan and the vote of such Holders of Claims and Interests shall not be solicited.

5 SCL Common Stock Interests

For a detailed description of the Classes of Claims and the Classes of Equity Interests, as well as their respective treatment under the Plan, see ARTICLE III of the Plan.

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All Holders of Claims entitled to vote on the Plan should consider a variety of factors, which may impact recoveries under the Plan, prior to accepting or rejecting the Plan. These factors are described in ARTICLE VII.

THE DEBTORS BELIEVE THAT THE PLAN IS IN THE BEST INTEREST OF ALL OF THEIR CREDITORS. THE DEBTORS RECOMMEND THAT ALL HOLDERS OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN.

2.Solicitation Package

The following materials constitute the solicitation package (the “Solicitation Package”):

•a cover letter describing the contents of the Solicitation Package and urging the Holders in each of the Voting Classes to vote to accept the Plan and, as applicable, the Bermuda Scheme of Arrangement;

•the Solicitation Procedures Order, which, among other things, (a) approves this Disclosure Statement as containing “adequate information” in accordance with Bankruptcy Code § 1125, (b) fixes a voting record date, (c) approves solicitation and voting procedures with respect to the Plan, (d) approves the form of the Solicitation Package and the notices to be distributed with respect thereto, and (e) schedules certain dates in connection therewith;

•a copy of the Solicitation Procedures;

•a copy of the proposed form of the Bermuda Scheme of Arrangement and the Bermuda Scheme of Arrangement Explanatory Statement;

•an appropriate form of Ballot and/or Master Ballot and applicable Voting Instructions;

•the Confirmation Hearing Notice;

•the approved form of the Disclosure Statement with all exhibits, including the Plan, and any other supplements or amendments to these documents which may be Filed with the Bankruptcy Court;  and

•such other materials as the Bankruptcy Court may direct.

Pursuant to Bankruptcy Code §§  1126(c) and 1126(d) and except as otherwise provided in § 1126(e):  (a) 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; and (b) an Impaired Class of Interests has accepted the Plan if the Holders of at least two-thirds in amount of the Allowed Interests of such Class actually voting have voted to accept the Plan. The Debtors will tabulate all votes on the Plan on a non-consolidated basis for the purpose of determining whether the Plan satisfies Bankruptcy Code §§ 1129(a)(8) and (10).

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The Bankruptcy Court has established August 15, 2008 (the “Voting Record Date”) as the date for determining which Holders of Claims and Interests are eligible to vote on the Plan.

Ballots, along with the Solicitation Package, will be mailed to all registered Holders of Claims or Interests as of the Voting Record Date that are entitled to vote to accept or reject the Plan. An appropriate return envelope will be included with each Ballot, if necessary. Beneficial Holders of Claims or Interests who receive a return envelope addressed to their bank, brokerage firm, or other Nominee (or its agent) should allow sufficient time for their votes to be received by the Nominee and processed on a Master Ballot before the Voting Deadline.

The Debtors have engaged BMC Group, Inc. (“BMC”) as their claims and solicitation agent (the “Claims and Solicitation Agent”) to assist in the Plan voting process. The Claims and Solicitation Agent will answer questions regarding the procedures and requirements for voting to accept or reject the Plan and for objecting to the Plan, provide additional copies of all materials, and oversee the voting tabulation. The Claims and Solicitation Agent will also process and tabulate ballots for each Class entitled to vote to accept or reject the Plan. The Claims and Solicitation Agent is located at the following addresses:

Within the U.S.

If by mail: BMC Group, Inc. Attention: Sea Containers Ltd. Claims and Solicitation Agent P.O. Box 949 El Segundo, California 90245-0949 If by courier/hand delivery: BMC Group, Inc. Attention: Sea Containers Ltd. Claims and Solicitation Agent 444 North Nash Street El Segundo, California 90245

Outside of the U.S.:

If by mail or courier/hand delivery:

BMC Group, Inc.

Attention: Sea Containers Ltd. Claims and
Solicitation Agent

31 Southampton Row

4th Floor

Holborn, London WC1 B5HJ

England, United Kingdom

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BALLOTS CAST BY HOLDERS AND MASTER BALLOTS CAST ON BEHALF OF BENEFICIAL HOLDERS IN CLASSES ENTITLED TO VOTE MUST BE RECEIVED BY THE CLAIMS AND SOLICITATION AGENT BY THE VOTING DEADLINE, AT THE ADDRESS LISTED ON THE APPLICABLE BALLOT, WHETHER BY FIRST CLASS MAIL, OVERNIGHT COURIER, OR PERSONAL DELIVERY. THE ADDRESSES FOR BALLOTS RETURNABLE TO THE CLAIMS AND SOLICITATION AGENT ARE LISTED ABOVE. FOR ANSWERS TO ANY QUESTIONS REGARDING SOLICITATION PROCEDURES, PARTIES MAY CALL: (A) IN THE U.S., (888) 909-0100; (B) IN EUROPE, 00-800-3325-766; OR (C) OUTSIDE THE U.S. AND EUROPE, (702) 425-2280.

TO BE COUNTED, THE BALLOTS CAST BY HOLDERS, AND MASTER BALLOTS CAST ON BEHALF OF BENEFICIAL HOLDERS, INDICATING ACCEPTANCE OR REJECTION OF THE PLAN, MUST BE RECEIVED NO LATER THAN THE VOTING DEADLINE. SUCH BALLOTS (OR MASTER BALLOTS, AS APPLICABLE) SHOULD BE CAST IN ACCORDANCE WITH THE SOLICITATION PROCEDURES DESCRIBED IN FURTHER DETAIL IN ARTICLE X OF THIS DISCLOSURE STATEMENT. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE SHALL NOT BE COUNTED.

Holders of (a) SCL Pension Schemes Claims and (b) SCL Other Unsecured Claims other than any employees that have or may assert Claims against SCL that give rise to Equalization-Related Employee Claims (items (a) and (b) together, the “Bermuda Scheme Creditors”) voting on the Plan also will vote on the Bermuda Scheme of Arrangement. The Ballots sent to Bermuda Scheme Creditors as part of the Plan solicitation materials will provide for dual voting on the Plan and the Bermuda Scheme of Arrangement. However, certain Bermuda Scheme Creditors can vote for the Bermuda Scheme of Arrangement only and not the Plan. The Bermuda Scheme of Arrangement will provide that if a Bermuda Scheme Creditor did not file a timely Claim in these Chapter 11 Cases, and that failure to do so was not the result of a willful default or lack of reasonable diligence as determined by the chairman of the meeting of creditors (or as otherwise ordered by the Bermuda Court), then that Bermuda Scheme Creditor may vote for the Bermuda Scheme of Arrangement only, provided that the Bermuda Scheme Creditor lodges a voting form or form of proxy in the Bermuda Proceedings by the Voting Deadline. In addition a Bermuda Scheme Creditor who has also Filed a Claim in the Plan may request a special proxy form from SCL if it does not wish to complete the Ballot in respect of the Bermuda Scheme of Arrangement.

With respect to the Bermuda Scheme of Arrangement, following a successful application to the Bermuda Court to convene meetings of the Bermuda Scheme Creditors, which application shall have exhibited to it the draft Bermuda Scheme of Arrangement materials, eligible Bermuda Scheme Creditors not already having received such material as part of the Plan solicitation package will receive Bermuda Scheme of Arrangement materials, which include the Bermuda Scheme of Arrangement Explanatory Statement, this Disclosure Statement, the Bermuda Scheme of Arrangement, a Bermuda Scheme of Arrangement ballot/proxy, and a claim form. In addition, a Claim Filed in these Chapter 11 Cases against SCL shall be deemed submitted in the Bermuda Scheme of Arrangement.

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A Bermuda Scheme Creditor that have not already Filed Claims in these Chapter 11 Cases, and whose failure to file a timely Claim in the Chapter 11 Cases was not a result of their willful default or lack of reasonable diligence as determined by the Bermuda Scheme Administrators (or as otherwise ordered by the Bermuda Court) (a “Non-Plan Third Party Creditor”) can submit their Claims to the Bermuda Scheme Administrators on or before the Bermuda Scheme of Arrangement Bar Date. (If such Bermuda Scheme Creditors wish to vote on the Bermuda Scheme of Arrangement, they must submit their voting form or form of proxy to SCL prior to the Voting Deadline.)  Claims of these Non-Plan Third Party Creditors may be admitted by the Bermuda Scheme Administrators under, and in accordance with, the Bermuda Scheme of Arrangement. Any Admitted Non-Plan Third Party Claims may be paid by the Plan Administrator from the SCL Unsecured Distribution.

The Bermuda Scheme of Arrangement will consist of two separate classes of Bermuda Scheme Creditors:  (a) SCL Other Unsecured Claims other than Claims of employees against SCL that give rise to Equalization-Related Employee Claims; and (b) SCL Pension Schemes Claims. The Bermuda Court will convene meetings of each class of Bermuda Scheme Creditors, at which time the eligible Bermuda Scheme Creditors that have (i) not already voted on the Ballot or (ii) requested a special proxy form from SCL will be entitled to vote on the Bermuda Scheme of Arrangement in their respective class either in person or by proxy by completing either the special proxy form or the proxy which will be included in the Bermuda Scheme of Arrangement materials. By checking or ticking the box on the proxy to accept the Bermuda Scheme of Arrangement, those Bermuda Scheme Creditors who did not vote on the Ballot will be giving the chairman of the meeting their proxy to cast their vote in support of the Bermuda Scheme of Arrangement. The determination of whether a Holder of a Non-Plan Third Party Claim is eligible to vote will be made by the chairman of the meeting of creditors; the determination of whether a Non-Third Party Claim is admitted for distribution purposes will be made by the Bermuda Scheme Administrators. Likewise, if such Bermuda Scheme Creditors check or tick the box rejecting the Bermuda Scheme of Arrangement, the chairman will vote their proxy to reject the Bermuda Scheme of Arrangement. As an alternative to giving their proxy to the chairman, Bermuda Scheme Creditors may attend the meeting in person. All the votes cast in the Ballot by Bermuda Scheme Creditors with a Claim also Filed in these Chapter 11 Cases shall be counted at the meetings of Bermuda Scheme Creditors.

For the Bermuda Scheme of Arrangement to become effective and legally binding on SCL and the Bermuda Scheme Creditors, a majority in number and three-fourths in value of the Bermuda Scheme Creditors present and voting either in person or by proxy at the meetings of each class of Bermuda Scheme Creditors must vote in favor of the Bermuda Scheme of Arrangement and the Bermuda Scheme of Arrangement must then be sanctioned by an order of the Bermuda Court, which is delivered to the Registrar of Companies in Bermuda (the “Bermuda Companies Registrar”) for registration. For purposes of determining whether the requisite majority has been met for approval of the Bermuda Scheme of Arrangement, a vote to accept the Plan will be counted and deemed as a vote in favor of the Bermuda Scheme of Arrangement. Bermuda Scheme Creditors who wish to vote in a manner other than that set out in the Ballot may request a special form of proxy form SCL in order to vote separately on the Bermuda Scheme of Arrangement.

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The U.K. Scheme of Arrangement will consist of the 1983 Pension Scheme Claims and the 1990 Pension Scheme Claims (collectively, the “U.K. Scheme Claims”).  Holders of U.K. Scheme Claims that are entitled to vote on the Plan are also entitled to vote on the U.K. Scheme of Arrangement.  Voting on the U.K. Scheme of Arrangement and any Debtor Affiliate Schemes of Arrangement is separate from voting on the Plan.  The U.K. Scheme Claims Filed against SCSL in these Chapter 11 Cases shall be deemed submitted in the U.K. Scheme of Arrangement.

There will only be a single class of U.K. Scheme Claims in the U.K. Scheme of Arrangement consisting of the 1983 Pension Scheme Claims and the 1990 Pension Scheme Claims.  Following a successful application to the English Court to convene a meeting of the class of U.K. Scheme Claims, which application shall have exhibited to it the U.K. Scheme of Arrangement materials, the English Court will convene a meeting of the class of U.K. Scheme Claims at which meeting the eligible Holders of U.K. Scheme Claims will be entitled to vote in their respective class in person or by proxy given to the chairman of the meeting.  As with the Bermuda Scheme of Arrangement, for the U.K. Scheme of Arrangement to become effective and legally binding, among other things, a majority in number and three-fourths in value of the creditors present and voting either in person or by proxy at the meeting of the class of U.K. Scheme Claims must vote in favor of the U.K. Scheme.  Voting on the U.K. Scheme of Arrangement will occur in parallel with to voting on the Plan.  In the event that the Pension Schemes Trustees vote in favor of the U.K. Scheme of Arrangement (either in person or by appointing the chairman of the meeting of creditors as proxy to vote in favor of the U.K. Scheme of Arrangement), it is anticipated that the hearing before the English Court to sanction the U.K. Scheme of Arrangement will occur prior to November 1, 2008.

The Plan, the Bermuda Scheme of Arrangement, and the U.K. Scheme of Arrangement are all interconditional.  As a result, if the Plan is not Confirmed, or if the Bermuda Scheme of Arrangement is not approved or sanctioned, or if the U.K. Scheme of Arrangement is not approved or sanctioned, then none of the Plan, the Bermuda Scheme of Arrangement, or the U.K. Scheme of Arrangement will be implemented.

3.Confirmation Hearing

Bankruptcy Code § 1128(a) requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of the Plan.  Bankruptcy Code § 1128(b) provides that any party-in-interest may object to confirmation of the Plan.

Bankruptcy Code § 1129(a)(10) shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class for each Debtor.  The Debtors shall seek Confirmation pursuant to Bankruptcy Code § 1129(b) with respect to any rejecting Class of Claims or Interests.  The Debtors also reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code.

The Bankruptcy Court has scheduled the Confirmation Hearing to commence on November 24, 2008 at 10:00 a.m. prevailing Eastern time (the “Confirmation Hearing Date”) before the Honorable Kevin J. Carey, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, DE 19801.  The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without

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further notice except for an announcement of the adjourned date made at the Confirmation Hearing or any adjournment of the Confirmation Hearing.

Objections to Confirmation of the Plan must be Filed with the Bankruptcy Court and served on the Debtors, and certain other parties, on or before November 10, 2008 (the “Plan Objection Deadline”) in accordance with the Solicitation Procedures Order, which is described in greater detail in ARTICLE X.  The Bankruptcy Court will not consider objections to Confirmation unless they are timely served and Filed in compliance with the Solicitation Procedures Order.

It shall be a condition to Consummation of the Plan that the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement become effective.  Moreover, neither the Bermuda Scheme of Arrangement nor the U.K. Scheme of Arrangement can be implemented unless the Plan is Confirmed. In addition, as a condition to Plan confirmation, all provisions, terms, and conditions of the Plan must be approved in the Confirmation Order.  Certain other conditions contained in the Plan shall also have been satisfied or waived pursuant to the provisions of ARTICLE XII of the Plan.

The Debtors will publish the Confirmation Hearing Notice, which will contain, among other things, the Confirmation Hearing date and time, the Voting Record Date, the Voting Deadline, and the Plan Objection Deadline, in the following publications in order to provide notification to those persons who may not receive notice by mail:  Wall Street Journal (Global Edition); Financial Times; London Gazette; Royal Gazette; and Lloyd’s List.

I.Consummating the Plan

Following Confirmation, the Plan will be consummated on the date (the “Effective Date”) selected by the Debtors after consulting with the Creditors’ Committees, which is a Business Day after the Confirmation Date on which (a) no stay of the Confirmation Order is in effect, and (b) all conditions to Consummation of the Plan have been satisfied or waived.  Distributions to be made under the Plan (as well as under the U.K. Scheme of Arrangement and the Bermuda Scheme of Arrangement) will be made on or as soon as reasonably practicable after the Effective Date.

For further information, see ARTICLE IV - “SUMMARY OF THE CHAPTER 11 PLAN”- Conditions Precedent to Confirmation and Consummation of the Plan.”

J.Newco Common Stock

1.Book-Entry, Delivery and Form.

Newco intends to initially issue the Newco Equity in book entry form only.  It is anticipated that the Newco Equity will be deposited in the form of common stock certificates (the “Newco Common Stock Certificates”) registered in the name of a securities depository (the “Depository”) or its nominee.  Holders of Allowed Claims may hold their beneficial interests in the Newco Common Stock Certificates (a) directly through the Depository if such Holder has an account with the Depository or (b) indirectly through organizations which have accounts with the Depository.  Holders of Allowed Claims must have an account with the Depository or with an

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organization that has an account with the Depository in order to receive their beneficial interests in the Newco Common Stock Certificates to be issued under the Plan.

The Depository is used to hold securities of institutions that have accounts with the Depository (collectively, the “Participants”) and to facilitate the clearance and settlement of securities transactions among its Participants in such securities through electronic book-entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates.  The Depository’s Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.  Access to the Depository’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

Newco expects that pursuant to procedures established by the Depository, upon the deposit of the Newco Common Stock Certificates with the Depository, the Depository will credit, on its book-entry registration and transfer system, the aggregate number of shares of Newco Equity represented by such Newco Common Stock Certificates to the account of Participants.  The accounts to be credited shall be designated by each Holder of Allowed Claims in their respective letters of transmittals delivered to the exchange agent appointed in connection with the Plan.  Ownership of beneficial interests in the Newco Common Stock Certificates will be limited to Participants or persons that may hold interests through Participants.  Ownership of beneficial interests in the Newco Common Stock Certificates will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by the Depository (with respect to Participants’ interests), the Participants and the Indirect Participants (with respect to the owners of beneficial interests in the Newco Equity other than Participants).  The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form.  Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Newco Equity.

So long as the Depository, or its nominee, is the registered holder and owner of the Newco Common Stock Certificates, the Depository or such nominee, as the case may be, will be considered the sole legal owner and holder of any related shares of Newco Equity evidenced by the Newco Common Stock Certificates for all purposes.  The Depository has no knowledge of the actual beneficial owners of the shares of Newco Equity; the Depository’s records reflect only the identity of the Participants to whose accounts such shares of Newco Equity are credited, which may or may not be the beneficial owners.  The Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.  Except as set forth below, an owner of a beneficial interest in the Newco Common Stock Certificates will not be entitled to have the shares of Newco Equity represented by the Newco Common Stock Certificates registered in such owner’s name, will not receive or be entitled to receive physical delivery of certificated shares of Newco Equity, and will not be considered to be the owner or holder of any shares of Newco Equity.  The Debtors understand that under existing industry practice, in the event an owner of a beneficial interest in the Newco Common Stock Certificates desires to take any action that the Depository, as the holder of the Newco Common Stock Certificates, is entitled to take, the Depository would authorize the Participants to take such action, and the Participants would authorize beneficial owners owning through such Participants

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to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Conveyance of notices and other communications by the Depository to Participants, by Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.  Beneficial owners of shares of Newco Equity may wish to take certain steps to augment transmission to them of notices or significant events with respect to the shares of Newco Equity.  Beneficial owners of shares of Newco Equity may wish to determine whether the nominee holding the shares of Newco Equity for their benefit has agreed to obtain and transmit notice to beneficial owners, or in the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Newco will make any dividends or distributions to holders of the Newco Equity represented by the Newco Common Stock Certificates to the Depository or its nominee, as the case may be, as the registered owner and holder of the Newco Common Stock Certificates.

The Debtors anticipate that the Depository or its nominee, upon receipt of any dividends or distributions with respect to the Newco Common Stock Certificates, will credit Participants’ accounts in amounts proportionate to their respective beneficial interests in the shares of the Newco Equity as shown on the records of the Depository or its nominee.  Further, the Debtors believe that payments by Participants or Indirect Participants to owners of beneficial interest in the Newco Common Stock Certificates held through such Participants or Indirect Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants or Indirect Participants.  The Debtors or Newco will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Newco Common Stock or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between the Depository and its Participants or Indirect Participants or the relationship between such Participants or Indirect Participants and the owners of beneficial interests in the Newco Common Stock owning through such Participants.

Although a Depository is expected to follow the foregoing procedures in order to facilitate transfer of interests in the Newco Common Stock among Participants of the Depository, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time.  Under such circumstances, in the event that a successor securities depository is not obtained, certificates for Newco Common Stock Certificates are required to be printed and delivered as described in ARTICLE I.J.2.  Newco will not have any responsibility or liability for the performance by the Depository or its Participants or Indirect Participants or their respective obligations under the rules and procedures governing their operations.

2.Certificated Shares

Subject to the terms and conditions set forth in the Newco Certificate of Incorporation, Memorandum of Association, and its by-laws, Newco Common Stock Certificates registered in

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the name of the Depository or its nominee will be exchanged by Newco for certificated shares of Newco Equity if and only if:

·Newco delivers to a transfer agent notice from the Depository that it is unwilling or unable to continue to act as Depository or that it is no longer a clearing agency registered under the U.S. Securities Exchange Act of 1934 (as amended, supplemented, or otherwise modified from time to time, the “1934 Act”) and, in either case, a successor Depository is not appointed by Newco within 120 days after the date of such notice from the Depository, or

·Newco in its sole discretion determines that the Newco Common Stock Certificates (in whole but not in part) should be exchanged for certificated shares of Newco Equity, as applicable, and delivers a written notice to such effect to the exchange agent.

Any shares of Newco Equity that are exchangeable as described above are exchangeable for certificated shares of Newco Equity issuable in such names as the Depository shall direct.

Notwithstanding the foregoing, if Newco reasonably determines that any portion of the beneficial interest in such Newco Common Stock Certificates would be held by a person that is an “underwriter” with respect to such securities or an “affiliate” of Newco, Newco may either (a) require that such beneficial interest be issued in the form of certificated share of Newco Equity which will bear a restrictive legend or (b) impose other arrangements to implement necessary restrictions under the securities laws.

From and after the listing of Newco Equity on an exchange, beneficial owners of Newco Equity will have the right to request certificates for their interests.

K.Newco Governance

A term sheet describing the organizational documents and corporate governance of Newco is attached as Exhibit B to the Plan.  The terms of Newco’s corporate governance also will be reflected and further described in the organizational documents for Newco that will be Filed in the Plan Supplement prior to Confirmation.

L.Rules of Interpretation

The following rules for interpretation and construction shall apply to this Disclosure Statement:  (1) capitalized terms used in the Disclosure Statement and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE I.A. of the Plan; (2) 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; (3) unless otherwise specified, any reference in this Disclosure Statement 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; (4) unless otherwise specified, any reference in this Disclosure Statement 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; (5) any

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reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (6) unless otherwise specified, all references in this Disclosure Statement to Articles are references to Articles of this Disclosure Statement or to this Disclosure Statement; (7) unless otherwise specified, all references in this Disclosure Statement to exhibits are references to exhibits in the Plan Supplement; (8) the words “herein,” “hereof,” and “hereto” refer to this Disclosure Statement in its entirety rather than to a particular portion of this Disclosure Statement; (9) 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 this Disclosure Statement; (10) unless otherwise set forth in this Disclosure Statement, the rules of construction set forth in Bankruptcy Code § 102 shall apply; (11) any term used in capitalized form in this Disclosure Statement that is not otherwise defined in this Disclosure Statement or the Plan but that is used in the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (12) all references to docket numbers of documents Filed in these Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s Case Management/Electronic Case Filing (“CM/ECF”) system; (13) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, unless otherwise stated; (14) in computing any period of time prescribed or allowed, the provisions of Bankruptcy Rule 9006(a) shall apply, and if the date on which a transaction may occur pursuant to this Disclosure Statement shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day; and (15) unless otherwise specified, all references in this Disclosure Statement to monetary figures shall refer to currency of the United States of America.

ARTICLE II.
BACKGROUND

A.Description of the Debtors’ Business and Assets

SCL is the ultimate parent company of SCSL and SCC and, as of the Petition Date, more than 140 Non-Debtor Subsidiaries.  A chart of the Debtors’ corporate organization structure around the Petition Date is attached as Appendix D hereto.  Certain of the Non-Debtor Subsidiaries have been sold, liquidated, or wound-down during the Chapter 11 Cases.  The Company’s original business was owning and leasing marine containers, but, over the years, the Company expanded into a wide variety of other diverse businesses.  To date, the Company has sold many of the Company’s Non-Container-Leasing Businesses, with the remainder to be sold and/or liquidated by Reorganized SCL.

1.Corporate Structure

SCL’s predecessor was founded in 1965.  SCL is a Bermuda company and carries a significant amount of the Company’s debt.  SCL is a foreign private issuer as defined in Rule 3b-4 of the U.S. Securities and Exchange Commission (“SEC”) under the 1934 Act.

SCSL is a wholly-owned indirect subsidiary of SCL and is organized under the laws of England & Wales.  SCSL provides managerial and administrative services to SCL and certain Non-Debtor Subsidiaries.  SCSL employs substantially all of the Debtors’ employees.  SCSL

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employees, among other things, operate the information technology systems, manage the financial and accounting services, provide managerial services, and administer payroll and other human resource services for SCL and the Company.

SCC is a Delaware corporation and is an indirect subsidiary of SCL.  SCC does not conduct any business operations and has no significant assets or liabilities.

2.Company History

Upon its formation, the Company operated primarily as a marine container leasing company that leased container cargo containers to ocean carriers and shippers worldwide.  However, to balance the cyclical nature of the container leasing business and to expand its revenue base, beginning in the late 1970s, the Company diversified its operations and entered into the Non-Container-Leasing Businesses.

3.Container Business and GE SeaCo

In 1998, SCL and an affiliate of GE Capital Corporation, GE Container SRL (as succeeded by GE Capital Container SRL and GE Capital Container Two SRL, “GE Capital”), formed GE SeaCo SRL (“GE SeaCo”) as a joint venture, organized under the laws of Barbados, to engage in the business of leasing marine containers to ocean carriers and shippers and leasing certain land containers. Prior to formation of GE SeaCo, GE Capital’s parent had engaged in the marine container operating lease business through its subsidiary, Genstar Container Corporation (“Genstar”).  GE SeaCo was formed to operate and manage substantially all of the shipping container operating lease businesses of SCL and Genstar.  Currently, GE SeaCo is one of the four largest container operating lessors in the world with a fleet of approximately 945,000 Twenty-Foot Equivalent Units (“TEUs”) under management as described below.

GE SeaCo was established pursuant to an Omnibus Agreement, dated March 19, 1998, signed by SCL, GE SeaCo, Genstar, and GE Capital (the “Omnibus Agreement”).  The principal transactions and agreements contemplated in the Omnibus Agreement were consummated as of May 1, 1998.  Among the principal documents executed as of May 1, 1998 were a Members’ Agreement between SCL and GE Capital (as amended, the “Members’ Agreement”), a Services Agreement among SCSL, GE SeaCo,  and GE SeaCo Services Ltd. (the “JV Services Agreement”), two Master Lease Agreements (as amended, the “MLAs”), and two Equipment Management Agreements (as amended, the “EMAs”).  The Omnibus Agreement contemplated that GE SeaCo would manage the parties’ combined container fleets, with certain exceptions, as well as its own containers.  The containers under management form three distinct groups:

·The first group (the “Leased Fleet”) is governed by the MLAs and consists of containers that are owned by each of SCL (or its subsidiaries) and Genstar, which GE SeaCo leases in return for payment of rent.(8)

(8)Certain U.S. operations, of a limited nature, were placed in a separate joint venture, GE SeaCo America LLC.  There is a third MLA and a third EMA that govern the operation of the U.S. chassis fleet of Sea Containers America, Inc.

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·The second group (the “Managed Fleet”) is subject to the EMAs and consists of containers that are owned by SCL (or its subsidiaries) and Genstar, and managed by GE SeaCo.  GE SeaCo pays out the net earnings of the containers to their respective owners and receives a management fee in exchange.

·The third and final group of containers is owned outright by GE SeaCo (the “Owned Fleet”).

The Members’ Agreement sets forth the quotaholders’ agreement concerning the operations of GE SeaCo.(9)  Among other things, the Members’ Agreement contains detailed provisions regarding transfers of quotas, financial reporting and sharing of information with the joint venture partners, selection and composition of the GE SeaCo Board of Managers and arbitration of certain disputes among the parties.  Under the JV Services Agreement, SCSL made available to the GE SeaCo entities various corporate and administrative services.

SCL, through its non-debtor, wholly-owned subsidiary Quota Holdings, Ltd., owns 50% of the Class A Quotas of GE SeaCo, representing the economic value of the Owned Fleet and other assets of GE SeaCo, other than the Leased Fleet.  SCL also owns 30% of the Class B Quotas of GE SeaCo, which represent the residual value of the Leased Fleet following GE SeaCo’s payment of MLA rent and expenses.  The significant majority of SCL’s portions of the Leased Fleet and the Managed Fleet are owned by Sea Containers SPC Ltd., a “bankruptcy remote” subsidiary of SCL established on December 20, 1996 to facilitate a prepetition securitized financing arrangement.

Management of GE SeaCo by SCL and 2005-2006 Arbitration.  At the time of GE SeaCo’s formation, pursuant to the JV Services Agreement and an “Employee Seconding Agreement” (which provided for the secondment of certain SCL employees to GE SeaCo), SCL and SCSL provided staffing and other resources to manage GE SeaCo’s operations.

Starting on March 29, 2005, GE Capital, acting on behalf of GE SeaCo, sent four notices of default to SCL alleging several defaults under the JV Services Agreement, the Employee Seconding Agreement, and other aspects of the parties’ respective and joint business venture.  On April 28, 2005, acting on SCL’s application, the New York Supreme Court issued an ex parte temporary restraining order preventing GE Capital from taking any action to terminate the JV Services Agreement.  At a May 19, 2005 hearing, GE Capital and SCL entered into a stipulation that prevented termination of the JV Services Agreement prior to August 17, 2005.

On July 6, 2005, SCL served GE Capital with a Notice of Arbitration seeking, among other things, an injunction preventing GE Capital from terminating either the JV Services Agreement or the Employee Seconding Agreement.(10)  In a counterclaim, GE Capital alleged that SCSL had defaulted under the JV Services Agreement and sought a declaration that the

(9)Under the Barbadian law, governing GE SeaCo, quotas are the equivalent of shares in a U.S. corporation, members or quotaholders are the equivalent of shareholders and managers are the equivalent of directors.

(10)The 2005 arbitration followed another arbitration in 2004 between GE Capital and SCL regarding disputes under the EMAs and MLAs.

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agreement could be terminated.  GE Capital also sought millions of dollars in damages.  An arbitrator was appointed on July 8, 2005.  On April 28, 2006, after a six-day hearing at which 19 witnesses testified, the arbitrator issued a final decision in favor of GE Capital as to certain of the alleged defaults.  The arbitrator awarded GE SeaCo monetary damages and deemed the JV Services Agreement terminated as of May 28, 2006.  SCL, SCSL, and GE Capital entered into an Agreement Resolving Certain Open Issues dated June 2, 2006 (the “Open Issues Agreement”) regarding the mechanism for terminating the JV Services Agreement.  Also, under the Open Issues Agreement, the parties agreed to terminate the Employee Seconding Agreement, and SCL agreed to pay GE SeaCo over $17 million in damages and costs.

Control of the GE SeaCo Board by GE Capital.  Originally, under the Members’ Agreement, GE SeaCo was to be run by an eight-member Board of Managers, with SCL and GE Capital each appointing four members.  Almost contemporaneous with the termination of the JV Services Agreement and the entry into the Open Issues Agreement, on April 13, 2006, GE Capital exercised its right to expand the Board and appoint an additional GE Capital  representative to fill the additional seat.  Since that date, under the supervision of its board of managers, GE SeaCo has moved to a freestanding structure, no longer dependent on the infrastructure or management of SCL.

4.Non-Container-Leasing Businesses

In addition to its container leasing operations, the Company operated and maintained a number of Non-Container-Leasing Businesses and assets.  The Non-Container-Leasing Businesses consist principally of the Company’s:  (a) rail business; (b) ferry business; (c) container manufacture and servicing business; and (d) leisure, property, and publishing interests.

Rail Business.  The Company operated its rail business through the Great North Eastern Railway (“GNER”), a company organized under the laws of England & Wales and a Non-Debtor Subsidiary of SCL.  Since April 1996, GNER has operated passenger trains between London and Scotland along the East Coast main line of Britain under a franchise agreement with the Strategic Rail Authority of the British government (and with the U.K.’s Department for Transport (“DfT”) after 2005, when the Strategic Rail Authority was dissolved).  GNER’s customers were mainly long-distance leisure and business passengers traveling between London (Kings Cross station), parts of the East Midlands and Scotland.

In May 2005, GNER entered into a new 10-year franchise agreement with the British government, DfT.  But in December 2006, GNER relinquished its franchise to the DfT in exchange for a management contract because of concerns regarding the franchise’s sustainability (including a loss of revenue from the July 2005 London bombing, higher energy and fuel costs, and regulatory permission being granted for a new open access entrant on the route).  Following termination of the franchise, under the terms of a management agreement, GNER agreed to continue providing train services until a new franchise was awarded.  The DfT awarded the franchise to a National Express Group (“National Express”), which began operating the trains for the East Coast main line effective December 9, 2007.

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The Company through Non-Debtor Subsidiary Sea Containers Railway Services Limited also maintained several ancillary rail assets including a telesales business, on-train Wi-Fi equipment, ticket machines, and three car parks.

Ferry Business.  Ferry Business.  Historically, the Company conducted a significant passenger and freight ferry business. Following the acquisition of hotels from U.K. state-owned British Rail in the early 1980s, in 1984 the Company acquired Sealink UK Ltd (“Sealink”) also from British Rail. Sealink was the principal ferry operator in the United Kingdom and the owner of 7 major ports. In 1986 the Company acquired Hoverspeed (UK) Limited (“Hoverspeed”), a fast ferry operator on the English Channel. In 1990, the Company sold the major part of the Sealink business to Stena AB, but retained Wightlink, three ports and Sealink’s interest in the Isle of Man Steam Packet Company. All these were subsequently sold. The Company most recently operated the majority of its ferry business through three subsidiaries — Hoverspeed, SeaStreak America Inc. and Highlands Landing Corporation, which operated passenger commuter ferries between central New Jersey and Manhattan, and Silja Oy Ab (“Silja”), which was a leading passenger and freight ferry service in the Baltic Sea between Finland and Sweden, Estonia, Germany, and Russia, each described in more detail below.

Container Manufacture and Servicing Business.  In addition to leasing containers, the Company maintained facilities in the United States, Brazil, Australia, and New Zealand manufacturing and servicing, repairing, and storing containers.  Collectively, the Company built approximately 7,800 TEUs of containers in 2005 and 7,500 TEUs of containers in 2006.  In addition, the Company owned: (a) five depots for repairing, servicing, and storing idle containers, which are located in Santos, Brazil, Singapore, and Melbourne, Australia; (b) small refrigerated and tank container servicing and spare parts businesses in the United States, Brazil, Australia, and New Zealand; and (c) a perishable freight forwarding and logistics business called Cooltainer based in Christchurch, New Zealand.

Leisure, Property, and Publishing Interests.  Consolidated under Orient-Express Hotels Ltd. (“OEH”), the Company invested in and purchased certain hotels, tourist trains, and restaurants in Europe, the United States, South Africa, Australia, and Asia.  Additionally, the Company engaged in property investment and perishable commodity production and sales in the United States, Great Britain, Brazil, the Ivory Coast, and Greece.  For example, the Company holds a concession to operate the Corinth Canal across the four-mile isthmus between mainland Greece and the Peloponnesian peninsula, owns a grape farm in Brazil and a 70% interest in a 750-acre banana plantation in the Ivory Coast.  Finally, the Company conducted sales and publishing businesses, including managing a contract publishing business called The Illustrated London News and operated a small licensed travel agency and tour operator based in London.

As described below, the Company exited certain Non-Container-Leasing Businesses prior to the Petition Date and has continued with that restructuring initiative postpetition.

5.The Company’s Prepetition Restructuring Efforts

Prior to the Petition Date, the Company recognized a need to exit from underperforming and Non-Container-Leasing Businesses and return operational focus to its marine container leasing business.  Accordingly, the Company decided to dispose of substantially all of its

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Non-Container-Leasing Businesses.  In particular, prepetition, as described below, the Company sold certain of its leisure interests and ferry businesses.

a.Prepetition Leisure Interest Sales

OEH.  Historically, a significant business of the Company was OEH, which owns luxury hotels, restaurants, tourists trains, and river cruise businesses throughout the world.  OEH was wholly-owned by SCL until August 2000, when the Company successfully completed an initial public offering of Class A common shares of OEH and the listing of those shares on the New York Stock Exchange under the trading symbol “OEH.”  At the time of the initial public offering, the Company, certain of its subsidiaries, and OEH entered into agreements providing for the separation of their business operations and ventures.  As a result of sales of OEH shares by both the Company and OEH since the initial public offering, the Company has sold its entire equity interest in OEH.  In November 2005, the Company sold its last remaining 25% equity interest in OEH, realizing net Cash proceeds of approximately $260 million.  The Company used the proceeds from the sale of its OEH shares to repay a portion of its outstanding indebtedness and for general corporate purposes.

b.Prepetition Ferry Business Sales

Hoverspeed.  As discussed, the Company also had significant interests in the operation of passenger ferries.  Through Hoverspeed and its subsidiaries, the Debtors operated passenger and car-carrying ferries on routes to France across the English Channel.  In light of high fuel prices, competition, and declining profitability, in late 2005 and early 2006, the Company formally announced that it planned to completely withdraw from the ferry business.  Hoverspeed terminated its cross-Channel services in November 2005 and, on January 31, 2006, Hoverspeed and certain of its affiliates were placed into insolvent liquidation in England.

Silja.  Silja conducted ferry operations in the Baltic Sea, including routes from Helsinki to Stockholm, Turku to Stockholm, and Helsinki to Tallinn.  Silja was sold to AS Tallink Grupp in June 2006 for approximately $563 million in Cash and a deferred consideration of five million ordinary shares in Tallink which were subsequently sold for approximately $38 million.  Proceeds of the sale were used to repay approximately $503 million in bank debt.  While the Company excluded certain Silja assets from the sale to Tallink (i.e., the Helsinki-Tallinn service, the Opera cruise vessel, and the Finnjet high-speed ferry) each of those assets now have been sold as further discussed in ARTICLE III.F.

As many of the Non-Debtor Subsidiaries are directly and wholly-owned by SCL, a substantial portion of the net proceeds on account of the Non-Core Business sales have been transferred to SCL.  The proceeds from these sales also reduced the Company’s overall indebtedness by approximately $630 million.  As discussed below, the Company has continued with its program of disposing of Non-Container-Leasing Businesses during these Chapter 11 Cases and expects to complete its divestiture or liquidation of Non-Container-Leasing Businesses after the Effective Date.

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B.Description of the Debtors’ Prepetition Indebtedness

In its most recent annual report prior to the Petition Date, the Company reported revenues on continuing and discontinued operations of approximately $1.743 billion and a net loss of approximately $4.3 million.  As of the Petition Date, the Debtors had approximately $49 million in Cash available to fund their operations during these Chapter 11 Cases.

The Debtors’ principal liabilities consist of (a) indebtedness from public notes issued by SCL, (b) guarantee and related obligations of SCL and other prepetition financial obligations, and (c) pension obligations.

1.Public Notes

SCL issued four series of publicly traded notes (the “Public Notes”).  The following summarizes each series of Public Notes:

Date of Indenture	Principal Amount		Interest	Maturity	Approximate Principal Amount Outstanding as of Petition Date
February 1, 1998	$	149,750,000	77/8%	February 15, 2008	$	149,750,000
October 1, 1999	$	115,000,000	103/4%	October 15, 2006	$	115,000,000
July 1, 2003	$	19,154,000	121/2%	December 1, 2009	$	19,154,000
May 1, 2004	$	103,000,000	101/2%	May 15, 2012	$	103,000,000

The Public Notes are unsecured obligations of SCL and are not guaranteed by any of the other Debtors or by any Non-Debtor Subsidiary.  The Public Notes rank equal in right of payment in respect to each other.

2.Guarantees and Other Financial Obligations

SCL is a guarantor under the majority of its Non-Debtor Subsidiaries’ stand-alone credit facilities.  As of October 13, 2006, SCL guaranteed on an unconditional basis approximately $57 million in outstanding Non-Debtor Subsidiary debt.  In general, in addition to being guaranteed by SCL, these credit facilities are secured by liens on assets of the relevant Non-Debtor Subsidiary (for example, the ship being financed).  As of the Petition Date, SCL had not received a demand for payment under any of the guarantees.

Also, in accordance with the terms of the GNER franchise agreement, Barclays Bank plc posted a bond in favor of the DfT to secure GNER’s performance under the franchise agreement.  GNER also has obtained a bank overdraft facility.  Both the performance bond and the overdraft facility are guaranteed by SCL.  SCL also has provided GNER with a working capital facility of approximately $60 million which was never drawn.  As discussed in ARTICLE II.A.4., the British Government terminated GNER’s franchise in December 2006, and the overdraft facility terminated on April 30, 2007.  The $25 million performance bond has been released, and

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approximately $8 million was placed in escrow (in lieu of the performance bond being called) to cover claims asserted by National Express against the DfT in respect of train carriage conditions and maintenance.  Negotiations are ongoing to resolve these claims.

3.Pension Scheme Obligations

The Company, through SCL and its subsidiaries which have participated in pension schemes, historically has funded contributions to ten pension schemes to provide benefits for its employees:  (a) the Sea Containers 1983 Pension Scheme (the “1983 Pension Scheme”), (b) the Sea Containers 1990 Pension Scheme (the “1990 Pension Scheme,” and together with the 1983 Pension Scheme, the “Pension Schemes”); (c) the Hoverspeed Pension Plan; (d) the Railways Services Pension Scheme; (e) the Merchant Navy Officers Pension Fund; (f) the Silja Pension Plan; (g) the SC America Pension Plan; (h) the SC America - SERP Plan; (i) the Australian Pension Plan; and (j) the Stakeholders Scheme, a non-defined benefit scheme implemented pursuant to U.K. law based on events in connection with the 1983 Pension Scheme.  The substantial majority of SCL’s and SCSL’s contributions and liabilities with respect to the foregoing Pension Schemes arise on account of the 1983 Pension Scheme and the 1990 Pension Scheme.  As described below and in ARTICLE III.D., SCL’s and SCSL’s liabilities with respect to the Pension Schemes have been the subject of certain actions taken by the U.K. Pensions Regulator before and during these Chapter 11 Cases.

SCSL and Non-Debtor Subsidiaries Fairways and Swinford (Travel) Limited (now 0438490 Travel Limited), Yorkshire Marine Containers Limited, Illustrated London News & Sketch Limited (now 1882420 Limited), and SC Maritime Limited are or were principal or participating employers under the 1983 Pension Scheme.  SCSL and Non-Debtor Subsidiaries SC Maritime Limited, Seacat Scotland Guernsey Limited, and Sea Containers Ferries Scotland Limited are or were principal or participating employers in the 1990 Pension Scheme.  On June 8, 2006, SCL gave notice that it had ceased being a participating employer under the 1983 Pension Scheme and SCC never has been a principal or participating employer under the 1983 Pension Scheme.  Neither SCL nor SCC have been principal or participating employers under the 1990 Pension Scheme.  As of September 30, 2006, each of the 1983 and 1990 Pension Schemes closed to future benefit accruals.  Additionally, as of the date of the Pension Schemes Settlement Agreement, the 1983 Pension Scheme had approximately 840 members and the 1990 Pension Scheme had approximately 600 members who, based upon the length of their pensionable service, are entitled to receive pension benefits under the Pension Schemes.

The Pension Schemes are defined benefit pension schemes created and regulated by their respective pension scheme trust deeds and English law, in particular the Pensions Act 1995 (the “1995 Act”) and the Pensions Act 2004 (the “2004 Act”), and are subject to oversight by the U.K. Pensions Regulator.  Pursuant to Part Three of the 2004 Act, SCSL and the non-Debtor participating employers to the Pension Schemes are obligated to adequately fund the Pension Schemes so that the Pension Schemes can meet the accrued benefit obligations owed to their respective members as they fall due.  Additionally, under § 75 of the 1995 Act, when a triggering event occurs, for example a winding-up of a pension scheme, participating employers are obligated to fund any deficit under the pension scheme (the “§ 75 Debt”).  The § 75 Debt is estimated and certified by the Scheme Actuary and represents an estimate of the cost of buying annuities in the current open market to fund a scheme’s future obligations.

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Historically, all principal and participating employers contributed to the Pension Schemes in accordance with the required schedule of contributions.  However, over time, English law has changed, such that the basis on which pension scheme obligations are valued has changed.  This has led to the Pension Schemes’ requiring funding significantly greater than the deficits reported in the historic financial statements of the Company.  A calculation of the § 75 Debt reflects an estimate of the cost of buying annuities in the current open market to fund a scheme’s future obligations, and is not indicative of a scheme whose employers have not fulfilled their historical funding obligations.

The Pension Schemes’ funding requirements also have been adversely affected by the underperformance of equity markets in the late 1990s and early 2000s as well as the increased longevity of the populous at large, which means that the historic contributions paid by the employers to the Pension Schemes have not increased in value as expected while the amount needed to fund benefits has increased.

Lastly, as discussed below, in recent years, the Debtors’ businesses suffered losses and liquidity problems.  As a consequence of these losses, and as required by their duties to Pension Schemes’ members and the U.K. Pensions Regulator, the Pension Schemes Trustees issued demands that required increased funding of the Pension Schemes in accordance with the Pension Schemes’ governing rules and English law.  SCSL and the other participating employers in the Pension Schemes became unable to fully fund their pension obligations as required by the Pension Schemes’ governing rules and English law.  The amount of the § 75 Debt owed by the participating employers to the Pension Schemes represents a significant portion of the Debtors’ unsecured debt.

In early 2006, the Pension Schemes Trustees contacted SCL regarding SCSL’s and the other participating employers’ ability to adequately fund the Pension Schemes.  On June 7, 2006, the Pension Schemes Trustees also contacted the U.K. Pensions Regulator with their concerns.  On July 13, 2006, the U.K. Pensions Regulator requested certain financial information from SCL regarding the participating employers’ ability to fully fund their pension obligations.  Following that information request, the Company and its advisors engaged in discussions with the U.K. Pensions Regulator and the Pension Schemes Trustees regarding the pension deficits.  As more fully discussed in ARTICLE III.D.1., on September 29, 2006, the U.K. Pensions Regulator issued the first warning letter to SCL regarding the possible issue of Financial Support Directions against SCL in respect of the Pension Schemes (“FSDs”) on account of the pension funding deficits.  As a result of an FSD and in accordance with a contribution notice, the Pension Schemes Trustees would maintain a direct claim against SCL for all or part of the § 75 Debt estimated to be due from SCSL for which the U.K. Pensions Regulator issued an FSD.

Absent the FSDs, other than with respect to SCL’s allocated liability to the 1983 Pension Scheme as a result of withdrawal, the Pension Schemes Trustees likely could only indirectly obtain payment of the pension funding deficits from SCL via SCSL, pursuant to the 1989 Services Agreement entered into by SCL and SCSL on August 18, 1989 (the “1989 Services Agreement”).  Pursuant to the 1989 Services Agreement, SCSL agreed to provide SCL and the rest of the group with management, administration, financial and other services.  In exchange, the 1989 Services Agreement obligates SCL to reimburse SCSL for any “costs of services” incurred by SCSL in providing services to SCL and SCL’s subsidiaries (to the extent such

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subsidiaries fail to repay SCSL).  Cost of services is defined to include, among other things, the cost of remuneration and employee benefits.  It is arguable that, under the 1989 Services Agreement, employee benefits includes pension costs attributable to SCSL or non-SCSL employees.  Under this interpretation of the 1989 Services Agreement, the Pension Schemes Trustees’ would have a claim for any § 75 Debt against SCSL and then SCSL would have a claim for any § 75 Debt against SCL.

Due at least in part to the 1989 Services Agreement, SCSL qualifies as a “service company” under the 2004 Act, which gives the U.K. Pensions Regulator authority to issue an FSD against SCL as a “target person” to the extent that U.K. Pensions Regulator finds it reasonable to do so based on certain statutory criteria discussed in ARTICLE III.D.1.  Once issued, an FSD constitutes an obligation to provide financial support to pay for the § 75 Debt.

Also as a result of SCSL’s status as a “service company” under the 2004 Act, once an FSD is issued, the Pension Schemes Trustees would arguably have claims against members of the Debtors’ control group, including Non-Debtor Subsidiaries, for all or a portion of the § 75 Debt.  This could result in the Pension Schemes Trustees or the U.K. Pensions Regulator forcing the Non-Debtor Subsidiaries into foreign insolvency proceedings.  Because many of the Non-Debtor Subsidiaries hold substantial Intercompany Claims against the Debtors and the Non-Debtor Subsidiaries, which they book as assets, Non-Debtor Subsidiaries forced into insolvency proceedings would be compelled to seek collection on the Intercompany Claims, in turn forcing the Non-Debtor Subsidiaries liable on such Intercompany Claims into their own insolvency proceedings.  Thus, ultimately, the failure to resolve the Pension Schemes Trustees’ claims against all of the Debtors and Non-Debtor Affiliates could result in a domino effect, a “meltdown” scenario resulting in cascading liquidations of the Non-Debtor Subsidiaries, that would make it extremely difficult, if not impossible, to achieve a confirmable plan.

4.Securitization Facility

Since December 1996, as part of various securitized financings, SCL regularly sold certain of its rights, title, and interest in its shipping containers, and associated rights to lease revenues relating to those containers, to its special purposes subsidiary, Sea Containers SPC Ltd.  After formation of GE SeaCo in 1998, a substantial majority of the containers owned by Sea Containers SPC Ltd. were leased to, or managed by, GE SeaCo pursuant to the MLA and EMA.  Under an indenture (as amended at certain times prior to October 3, 2006, the “Original Indenture”) with The Bank of New York, as Indenture Trustee, Sea Containers SPC Ltd. issued secured notes to finance or re-finance the purchase of the shipping containers and the associated lease revenues from SCL (the secured notes, the Original Indenture, and related documents, all as amended from time to time, the “Securitization Facility”).  The Securitization Facility was secured by all of Sea Containers SPC Ltd.’s assets, including its containers and container-related revenues, which consists of its interests in payments from GE SeaCo pursuant to the MLAs and EMAs.  SCL did not guarantee Sea Containers SPC Ltd.’s obligations under the Securitization Facility, but prior to October 3, 2006 had pledged its Class B Quotas in GE SeaCo under the EMAs and MLAs.  SCL also assigned its security interests in “end-user revenues” which secured GE SeaCo’s payments under the MLAs in support of Sea Containers SPC Ltd.’s obligations.

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On October 3, 2006, SCL sold or contributed to Sea Containers SPC Ltd. most of its remaining containers, and Sea Containers SPC Ltd. entered into an amendment and restatement of the Original Indenture (the “Amended Indenture”) to refinance approximately $107 million in outstanding notes issued under the Original Indenture and provide for the issuance of $54 million in new notes.  Wachovia Capital Markets, LLC and Ableco Finance LLC (collectively, the “Noteholders”) held the notes issued under the Amended Indenture.  SCL also caused SPC Holdings Ltd. to be formed as a Bermuda entity, and transferred to SPC Holdings Ltd. all of SCL’s interest in the stock of Sea Containers SPC Ltd.  SPC Holdings Ltd. in turn granted a security interest in the stock of Sea Containers SPC Ltd. to secure Sea Containers SPC Ltd.’s obligations under the Amended Indenture.

C.The Debtors’ Management

1.SCL’s Board of Directors

SCL’s board of directors is comprised of five directors:

Robert M. Riggs.  Mr. Riggs has served as a director of SCL since 1976 and as non-executive Chairman of SCL’s board of directors since March 2006.  Mr. Riggs retired as a partner of Carter Ledyard & Milburn LLP, a law firm, in 2003 and as Senior Counsel in 2007.

John D. Campbell.  Mr. Campbell has served as a director of SCL since 1980.  Mr. Campbell was a member of Appleby, a law firm, until March 1999 and retired as Senior Counsel in July 2003.  Additionally, Mr. Campbell is a non-executive director of OEH and a member of its Audit, Compensation, and Nominating and Governance Committees.  Mr. Campbell also is a non-executive director and Chairman of the Board of The Bank of Bermuda Ltd. (an indirect subsidiary of HSBC Holdings plc), and non-executive director and Chairman of the Nominations and Governance Committee of Argus Group Holdings Limited, a Bermuda public company.

W. Murray Grindrod.  Mr. Grindrod has served as a director of SCL since 1986.  Mr. Grindrod had been the Chairman of Grindrod Ltd., a shipping, transport, and financial services company.

Charles N.C. Sherwood.  Mr. Sherwood has served as a director of SCL since 1996.  Mr. Sherwood is a partner of Permira Advisers Ltd., a private equity investment firm.

Michael J.L. Stracey.  Mr. Stracey joined the SCL group as an officer in 1973, and has served as a director of SCL since 1986.  Mr. Stracey was Executive Vice President (Finance) for SCL until his retirement in 1997.

2.Debtors’ Principal Officers

The management team of the Debtors is comprised of highly capable professionals with restructuring and industry experience:

Robert MacKenzie.  Mr. MacKenzie has served as President and Chief Executive Officer since January 4, 2006.  Mr. MacKenzie is a British national and a chartered accountant. His recent career has encompassed being:  Group Finance Director of BET plc 1991-1994 (a

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conglomerate of businesses engaged in services, distribution, and equipment leasing principally in Europe); Chief Executive and then Chairman of National Parking Corporation 1995-1999 (operator of parking facilities, bus services, and emergency roadside repair services in Britain); Chairman of PHS Group plc 2000-2005 (provider of workplace support services in Britain); and most recently senior advisor to the Texas Pacific Group (a private equity investment firm).

Laura Barlow.  Ms. Barlow, also a British national, has served as Chief Restructuring Officer since May 2007 and Chief Financial Officer since April 2007.  She is a Managing Director of AlixPartners, LLP (“AlixPartners”) and its affiliate AP Services, LLC (“AP Services”).  AP Services was retained by SCL in connection with its chapter 11 restructuring.  Ms. Barlow has remained a Managing Director of AlixPartners and AP Services while serving as SCL’s Chief Restructuring and Chief Financial Officer.  Since joining AlixPartners in 2003, Ms. Barlow also has served as an advisor to a number of private and public companies, including serving as joint Chief Restructuring Officer of Stolt Offshore S.A., a listed global offshore oil services business from November 2003 to April 2004.  Ms. Barlow joined AlixPartners from Marconi plc, where she operated in an interim restructuring management role and prior to that was a director in the restructuring and corporate finance practice at Arthur Andersen.

Edwin S. Hetherington.  Mr. Hetherington has served as Assistant Secretary of SCL since January 2007, having served as Vice President, General Counsel, and Secretary of SCL from 1997-2006 and Secretary of SCL from 1980-1997.  Mr. Hetherington also is Vice President, General Counsel, and Secretary of Orient-Express Hotels Ltd., a former affiliate of SCL engaged in the hospitality business and listed on the New York Stock Exchange.

Mark Wilson.  Mr. Wilson, a British national, has served as an officer of SCL since October 2006 and served as a consultant to SCL from January-October 2006.  Mr. Wilson joined International Leisure Group, a large U.K. travel and airline business, in 1989 as a Senior Financial Officer and remained there until 1995 to assist the administrative receivers in negotiating the major commercial claims with aircraft and engine manufacturers, leasing companies, and financial institutions.   In 1995, Mr. Wilson became Finance and Regulation Director of Severn Trent Water Ltd, a large U.K. water utility.  In 2004, Mr. Wilson was promoted to CFO of Severn Trent PLC, a FTSE 100 company, and left following a change of management in December 2005.

ARTICLE III.
THE CHAPTER 11 CASES

On October 15, 2006, the Debtors Filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to conduct their businesses and manage their properties as debtors in possession pursuant to Bankruptcy Code §§ 1107(a) and 1108.

The following is a general summary of these Chapter 11 Cases including, without limitation, the events leading to the chapter 11 filings, the stabilization of the Debtors’ operations following the chapter 11 filings, certain administrative matters during these Chapter 11 Cases, and the Debtors’ restructuring initiatives since the chapter 11 filings.

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A.Events Leading to the Chapter 11 Cases

As part of its prepetition restructuring initiatives, SCL reduced its overall indebtedness by approximately $630 million, primarily using the proceeds from the sale of its interests in OEH, Silja, and other ferry assets.  The Company continued, however, to experience a steady decline in liquidity primarily due to a decline in positive cash flow from its operations.  The Company experienced losses in connection with its remaining ferry interests due to increased oil prices, an overall decline in passenger volume, increased competition from market competitors, and the incurrence of ship lay-up costs.  While once profitable, the Debtors’ GNER rail business started to lose money due to the terms of the new franchise agreement, increased competition, reduction in domestic rail travel following the 2005 London bombings, and higher fuel and electricity costs.  The Debtors also incurred costs related to reductions in overhead.

In April 2006, the Debtors faced the potential of significant additional costs when certain shareholders filed a class-action lawsuit against SCL and three individual defendants, alleging that SCL made false and misleading statements between March 2004 and March 2006 regarding the financial health of the Company.  The shareholders alleged that SCL failed to record in a timely fashion $500 million in impairments to the value of certain assets in SCL’s ferry and container businesses, overstated the Company’s earnings, and overstated the gain on the sale of SCL’s equity interest in OEH.

In the months prior to the Petition Date, the Company started to explore different strategic and financial alternatives and initiated discussions with advisors to an ad hoc committee of Public Note holders and the indenture trustee regarding a potential restructuring of the Company’s unsecured financial obligations.  Notwithstanding their efforts to restructure their financial obligations and operations on an out-of-court basis, the Debtors were forced to commence these Chapter 11 Cases on October 15, 2006, because: (a) they did not have sufficient cash to pay $115 million in Public Note obligations that came due on the Petition Date; and (b) the risk of certain creditors taking precipitous enforcement actions against the Debtors and their assets could have jeopardized the value of the Company as a whole and the Debtors’ ability to successfully reorganize their operations and balance sheet.

B.Stabilization of Operations

As of the Petition Date, all actions and proceedings against the Debtors and all actions to obtain property from the Debtors were stayed automatically under Bankruptcy Code § 362.  On the Petition Date, to minimize disruption of the Debtors’ operations during these Chapter 11 Cases, the Debtors Filed with the Bankruptcy Court certain “first day” motions requesting authority to make certain payments and honor certain obligations.  Much of this relief was granted by the Bankruptcy Court and has facilitated the administration of these Chapter 11 Cases.  These motions and orders are described below, but these summaries are not a substitute for a complete understanding of the underlying motions, applications, or the resulting orders.  You are urged to review the full text of all such motions and orders, which are available for your review by visiting www.seacontainers.com.

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1.Motion to Pay SCSL Employee Wages and Associated Benefits

As of the Petition Date, the Company had approximately 5,119 employees worldwide.  Of this number, SCSL had 93 employees and SCL employed only Robert D. MacKenzie and Edwin S. Hetherington.

Upon filing these Chapter 11 Cases, the Debtors believed that any delay in paying prepetition or postpetition compensation and benefits to their employees could have presented personal hardships for many employees and irreparably harmed employee morale.  Further, many employees of SCSL assumed additional job responsibilities related to the Company’s restructuring.  Therefore, the Debtors requested, and the Bankruptcy Court approved, authority to pay certain prepetition compensation and benefits owed to employees of SCSL (Docket No. 16).  The Debtors further were authorized to continue their employee benefits programs during the Chapter 11 Cases in the ordinary course of business.

2.Motion to Continue Using Existing Cash Management System, Bank Accounts, Business Forms, and Investment Guidelines

On the Petition Date, the Debtors Filed a motion seeking the continuation of: (a) domestic and international cash management systems, (b) existing checks and business forms and existing investment guidelines, and (c) the arrangement by which SCSL processes the payroll of certain of the Company’s Non-Debtor Subsidiaries.  The motion also sought to allot administrative priority status to all postpetition Intercompany Claims against a Debtor by another Debtor arising out of an intercompany transaction.  On October 17, 2006 and November 8, 2006, the Bankruptcy Court granted the motion on an interim basis (Docket Nos. 15 and 97).

Subsequent to the entry of the interim orders, both the United States Trustee (the “U.S. Trustee”) and the Official Committee of Unsecured Creditors informally objected to the Debtors’ motion.  The parties ultimately reached a consensus regarding the contents of a final order, which the Bankruptcy Court entered on January 12, 2007 (Docket No. 248).  The final order requires that the Debtors hold substantially all of their non-operating funds in their domestic concentration account.  However, the Debtors are permitted to (a) maintain funds overnight in other accounts to the extent that funds are to be disbursed outside the United States on the next business day, (b) maintain balances in foreign accounts up to $800,000, and (c) continue to hold balances as security for certain of their insurance obligations.  The final order also requires that the Debtors provide 15 days notice to the Creditors’ Committees of any proposed loan, dividend payment, or repayment of intercompany claims to be made by a Non-Debtor Subsidiary to any other Non-Debtor Subsidiary or to the Debtors except when it is a nominal payment, a repayment or reimbursement to SCSL for shared operating expenses and payroll processing, or transferred or repaid to SC Treasury.

C.Certain Administrative Matters in the Chapter 11 Cases

1.Applications for Retention of Debtors’ Professionals

To assist the Debtors in carrying out their duties as debtors in possession and to otherwise represent their interests in these Chapter 11 Cases, the Debtors employed, with authorization from the Bankruptcy Court, the following professionals:  (a) Sidley Austin LLP (“Sidley”) as

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general bankruptcy counsel; (b) Kirkland & Ellis LLP (“K&E”), as special litigation counsel, and later as general bankruptcy counsel as described below; (c) Young Conway Stargatt & Taylor, as Delaware counsel; (d) PricewaterhouseCoopers LLP, as restructuring advisor, investment banker, and accounting and tax advisor; (e) PricewaterhouseCoopers Legal LLP, as U.K. pension and labor counsel; (f) Collinson Grant Ltd., as human resource consultants; (g) Towers Perrin, as compensation consultants; (h) Carter Ledyard & Milburn LLP, as special counsel for general domestic legal matters; (i) Appleby (f/k/a Appleby Hunter Bailhache), as special counsel for Bermuda legal affairs; (j) Richards Butler LLP, as special counsel for certain foreign legal matters; (k) Vollman Brothers, as special corporate and financial advisors solely regarding the Helsinki-Tallinn transaction, and later for additional potential transactions; (l) Deloitte & Touche LLP, as auditors; (m) PricewaterhouseCoopers Business Solutions S.A., as financial advisor with respect to the potential sale of the Debtors’ shares of Periandros S.A.; (n) 333 Capital Pty Ltd, as advisor to SCL and Sea Containers Australia Limited regarding the sale of International Reefer Services Pty Ltd and Independent Reefer Services Ltd; (o) AP Services, LLC as interim managers and restructuring consultants; and (p) Rothschild Inc., as valuation consultants.

a.K&E

As noted above, K&E initially was retained as the Debtors’ special conflicts litigation counsel for the sole purpose of prosecuting or defending certain litigation and contested matters involving GE Capital related to GE SeaCo.  The Debtors retained K&E in this role because Sidley, the Debtors’ original general reorganization and bankruptcy counsel, was precluded from litigating various matters with GE Capital, which also is a Sidley client.  The disputes with GE Capital regarding GE SeaCo escalated throughout the course of these Chapter 11 Cases and broadened to encompass fundamental aspects of the Debtors’ reorganization.  As a result, K&E’s role necessarily expanded to address these disputes.  The Debtors concluded that, in light of the increasing centrality of disputes with GE Capital to the Debtors’ reorganization efforts and the limitations upon Sidley’s ability to act adversely to GE Capital, it was more efficient for K&E to assume the role as lead bankruptcy counsel for the remainder of these Chapter 11 Cases.  To ensure that the Debtors’ estates were not adversely affected by the transition of bankruptcy matters from Sidley, and to avoid subjective differences of opinion as to whether specific work or time entries were associated with the transition, K&E and the Debtors agreed that K&E would not charge the Debtors for $250,000 for attorney time billings in connection with K&E’s expanded retention.

Sidley assisted in the transition of representation to K&E and phased-out its role as Debtors’ lead bankruptcy counsel.  On February 22, 2007, the Debtors Filed an application for an order amending the original retention order of K&E to authorize the Debtors to employ and retain K&E as their general bankruptcy counsel nunc pro tunc to February 7, 2007.  On March 9, 2007, the Bankruptcy Court approved the amended order (Docket No. 401).

b.AP Services, LLC

On April 17, 2007, the Debtors Filed an application to authorize the employment of AP Services to provide certain temporary employees and interim management to oversee and manage the Debtors in their restructuring efforts.  Specifically, the Debtors sought the

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designation of Laura Barlow as Chief Financial Officer and Chief Restructuring Officer and Craig Cavin as Restructuring Manager, both of whom would be assisted by other AP Services staff.  The Bankruptcy Court approved the application on May 8, 2007 (Docket No. 589).

c.Rothschild Inc.

On September 11, 2007, the Debtors Filed an application to authorize the employment of Rothschild Inc. to provide a valuation of the Company’s 50% ownership stake in GE SeaCo which will include a valuation report and potential testimony in support thereof.  The Bankruptcy Court approved the application on September 27, 2007 (Docket No. 1049).

2.Interim Compensation Procedures and Appointment of Fee Auditor

To streamline the professional compensation process, enable the Bankruptcy Court and all parties in interest to more effectively monitor professionals’ fees, and to reduce the financial burden imposed on the Professionals while awaiting final approval of their fees and expenses, the Debtors Filed a motion seeking the establishment of, and the Court authorized, procedures for interim compensation for services rendered and reimbursement of expenses incurred by retained professionals and expense reimbursement procedures for members of any official committees appointed in these Chapter 11 Cases (Docket No. 91).

Upon the Bankruptcy Court’s own motion and request that the Debtors, the U.S. Trustee, and the Official Committee of Unsecured Creditors consult upon the appointment of a fee auditor  (the “Fee Auditor”), the parties agreed on the appointment of Warren H. Smith & Associates, P.C.  On December 19, 2006, the Bankruptcy Court entered an order appointing Warren H. Smith & Associates, P.C. as Fee Auditor to act as a special consultant to the Court for professional fee and expense review and analysis (Docket No. 198).

3.Ordinary Course Professionals

Prior to the Petition Date, the Debtors regularly used the services of various attorneys, accountants, financial advisors, and other professionals in the ordinary course of their respective business operations (the “Ordinary Course Professionals”).  The Ordinary Course Professionals provide services to the Debtors in a variety of discrete matters unrelated to these Chapter 11 Cases, including, but not limited to, general litigation, employment and labor law, intellectual property law, general corporate and securities law, accounting, auditing, financial advisory, and tax matters.

The Debtors requested, and the Bankruptcy Court approved, authority to employ and compensate the Ordinary Course Professionals (the “OCP Order”) (Docket No. 216).  Pursuant to the OCP Order, the Debtors are authorized to pay Ordinary Course Professionals fees and expenses up to $35,000 per month and a total of up to $200,000 for these Chapter 11 Cases.  The Ordinary Course Professionals are not subject to the interim compensation procedures.

On May 8, 2007, upon the motion of the SCL Committee (defined below), the Bankruptcy Court amended the OCP Order to authorize the Debtors and the Creditors’ Committees to retain and compensate English Barristers utilizing the same Ordinary Course Professional procedures (Docket No. 596).  Further, with certain conditions, the Bankruptcy

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Court authorized the Debtors and the Creditors’ Committees to consult with English Barristers on discrete matters and seek compensation for such consultation as an expense on their respective fee application, rather than under the Ordinary Course Professional procedures.

On June 28, 2007, the Debtors Filed a certification of counsel regarding a further amendment of the OCP Order to permit a modest increase in the monthly fee cap from August through October 2007 for one Ordinary Course Professional, Ian Durant, who provides business consultancy services and was actively involved in the change of control arbitration discussed in ARTICLE III.E.1.  The Bankruptcy Court entered the order on September 27, 2007 (Docket No. 1055).

On February 26, 2008, upon the Debtors’ motion, the Bankruptcy Court further amended the OCP Order solely to increase the aggregate cap for the fees and expenses incurred by Ordinary Course Professionals during these Chapter 11 Cases from $200,000 to $300,000 (Docket No. 1506).

4.Creditors’ Committees

On October 27, 2006, the U.S. Trustee appointed an official committee of unsecured creditors pursuant to Bankruptcy Code § 1102.  The members of the creditors’ committee were: Bank of New York, the 1983 Pension Scheme Trustees, Aspen Trustees, Ltd. (n/k/a Capita ATL Pensioin Trustees Limited), the 1990 Pension Scheme Trustees, HSH Nordbank AG, Trilogy Capital LLC, Dune Capital LLC, and Mariner Investment Group, Inc.  The creditors committee was comprised of two “subcommittees”: the “Financial Members Subcommittee” which became the SCL Committee and the “Pensions Subcommittee” which became the SCSL Committee, both as described below.

Because of the large number of Non-Debtor Subsidiaries and the complex intercompany relationships and sizable intercompany claims that exist among the Debtors and their Non-Debtor Subsidiaries, these Chapter 11 Cases and the associated restructuring have required analyzing, and ultimately will necessitate resolution of, difficult Intercompany Claims issues.  To facilitate the evaluation and resolution of these issues, on December 4, 2006, the counsel for the official committee of unsecured creditors sent a letter to the U.S. Trustee requesting the appointment of two official committees.  On January 23, 2007, the U.S. Trustee appointed a creditors’ committee for each of the operating Debtors in these cases: the Official Committee of Unsecured Creditors for SCL (the “SCL Committee”) and the Official Committee of Unsecured Creditors for SCSL (the “SCSL Committee” and together with the SCL Committee, the “Creditors’ Committees”).

The members of the SCL Committee were: Bank of New York, HSH Nordbank AG (“HSH”), Trilogy Capital LLC (“Trilogy”), Dune Capital LLC (“Dune”), and Mariner Investment Group, Inc. (“Mariner”).  The Bank of New York subsequently resigned from the SCL Committee, and on April 25, 2007, the U.S. Trustee appointed HSBC Bank USA, National Association, as Indenture Trustee (“HSBC”), to the SCL Committee.  On or around June 4, 2007, HSH resigned from the SCL Committee.  The SCL Committee retained Bingham McCutchen LLP as its legal advisers, Morris Nichols Arsht & Tunnell LLP as its conflicts and Delaware

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local counsel, Houlihan Lokey Howard & Zukin Capital, Inc. as its financial advisors, and Conyers Dill & Pearman as its legal advisers for Bermuda matters.

As modified by the U.S. Trustee on January 25, 2007, the SCSL Committee is comprised of three members:  the 1983 Pension Scheme, the 1990 Pension Scheme, and Robert George Finch.  On March 19, 2007, the Bankruptcy Court entered orders authorizing and approving the employment and retention of:  (a) Willkie Farr & Gallagher LLP as counsel to the SCSL Committee; (b) Pepper Hamilton LLP as Delaware counsel to the SCSL Committee; and Kroll Ltd. as financial advisor to the SCSL Committee.  Additionally, on November 26, 2007, the Bankruptcy Court entered and order authorizing and approving the retention and employment of Attride-Stirling & Woloniecki LLP as Bermuda counsel to the SCSL Committee.

The members of the SCSL Committee were: the 1983 Pension Scheme Trustees, the 1990 Pension Scheme Trustees, and Debevoise & Plimpton LLP.  On January 25, 2007, the U.S. Trustee replaced Debevoise & Plimpton LLP with Robert George Finch.  The SCSL Committee retained Willkie Farr & Gallagher LLP as its legal advisers, Pepper Hamilton LLP as its Delaware local counsel and Kroll Ltd. as its financial advisors.

On June 22, 2007, in connection with a motion to approve debtor in possession (“DIP”) financing (discussed below), the U.S. Trustee Filed a notice disbanding the SCL Committee (Docket No. 747).  The U.S. Trustee asserted that certain members of the SCL Committee could potentially become conflicted due to their participation in the proposed DIP financing facility.  The Debtors opposed this action.  When it became clear that the Court would not approve the DIP financing unless the allegedly conflicted committee members resigned from the SCL Committee, these members tendered their resignations.  The U.S. Trustee held a second committee formation meeting on July 11, 2007, to reconstitute the SCL Committee.  Because of a lack of attendance at that second formation meeting, no new members were appointed to the SCL Committee.

The Debtors have consulted with the Creditors’ Committees concerning all key aspects of these Chapter 11 Cases.  The Debtors have kept the Creditors’ Committees informed about their operations and the Creditors’ Committees have, together with the Debtors’ management and advisors, participated actively in, among other things, many aspects of the Debtors’ restructuring.  The Debtors and their advisors have met with the Creditors’ Committees and their advisors on numerous occasions, including in connection with Plan negotiations.  As discussed below, the Debtors and the Creditors’ Committees also engaged in intensive negotiations regarding the Pension Schemes’ Claims and their recovery under the Plan.  These negotiations ultimately resulted in a settlement of the Pension Schemes Claims among the Debtors, the SCSL Committee, and the Pension Schemes Trustees and the filing of the Plan.

D.Postpetition Events Regarding the Pension Schemes

As discussed in ARTICLE II.B.3, liabilities under the 1983 Pension Scheme and 1990 Pension Scheme due to the § 75 Debt constitute the Debtors’ most significant pension obligations.

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1.FSD Proceedings

Despite the Company’s prepetition attempt to reach a settlement regarding the Pension Schemes’ Claims, as discussed in ARTICLE II.B.3, on September 29, 2006, the U.K. Pensions Regulator sent the first warning letter to SCL regarding the possible issuance of FSDs due to the group’s financial position and the level of the Pension Schemes’ deficits.  Under § 43 of the 2004 Act, the U.K. Pensions Regulator has authority to issue FSDs to an affiliate of the principal or participating employers of an underfunded pension scheme, which is associated or connected with the participating or principal employers of an occupational benefits scheme, but is not itself a participating employer of the scheme, to provide financial support to such schemes when the principal or participating employer is either a service company or insufficiently resourced.  An FSD requires the affiliate of the principal or participating employer to put in place financial support, but does not necessarily require the affiliate to make a monetary contribution to the pension scheme.  In determining whether to issue an FSD, the U.K. Pension Regulator must evaluate if it is “reasonable” to require the affiliate of the principal or participating employer to put in place financial support to guarantee an occupational pension scheme throughout its life.  In making such evaluation, the U.K. Pension Regulator considers: (a) the relationship of the targeted affiliate to the principal and participating employers; (b) the value of the benefits received by the targeted affiliate from any participating employers; (c) the connection or involvement of the targeted affiliate to the occupational benefits scheme; (d) the financial condition of the targeted affiliate; and (e) any other factor that is relevant and reasonable.  If an FSD is issued, the targeted affiliate must propose to the U.K. Pensions Regulator financial support arrangements to fund the pension scheme within the time period prescribed by the U.K. Pensions Regulator.  An FSD may be for an amount up to the § 75 Debt whether real or contingent.

On October 19, 2006, the U.K. Pensions Regulator issued warning notices stating it was considering issuing FSDs in respect of the Pension Schemes and instituted proceedings pursuant to §§ 43 and 96(2) of the 2004 Act (and in accordance with the Explanatory Note to the Pensions Act and the Pensions Regulator Regulations 2005) in respect of the Pension Schemes.  The warning notice named SCL as a “Target Person,” meaning that at a later date SCL may be directed to provide financial support to the Pension Schemes, and stated that such support would be for the portion of the funding deficit of the Pension Schemes attributable to SCSL (the “SCSL Scheme Deficits”).  After receiving the warning notice, the Company engaged in discussions with the Pension Schemes Trustees and the Pensions Regulator to try to reach a consensual resolution with respect to all of the Pension Schemes’ claims.  These discussions continued until early 2007.

On April 26, 2007, the U.K. Pensions Regulator, with the support of the Pension Schemes Trustees, issued an amended warning notice in respect of FSDs against SCL for the SCSL Scheme Deficits.  SCL asserted the issuance of FSDs was unreasonable and that the FSD process would interfere with consensual negotiations expected to take place between the Creditors’ Committees to resolve the Pension Schemes’ claims within the chapter 11 process.  SCL further argued that FSDs were unnecessary as the Pension Schemes Trustees potentially had recourse for the SCSL Scheme Deficits under the 1989 Services Agreement between SCL and SCSL and other processes available through these Chapter 11 Cases, including their representation on the SCSL Committee.  The Pension Schemes Trustees asserted that issuance of the FSDs was necessary to ensure that the SCSL Scheme Deficits were adequately funded and

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that recourse to the 1989 Services Agreement was not sufficient, as SCL had not accepted liability for the SCSL Scheme Deficits under the 1989 Services Agreement.

On June 15, 2007, after reviewing the representations and other evidence submitted by SCL, the Pension Schemes Trustees and the U.K. Pensions Regulator, the Determinations Panel of the Pensions Regulator (the “Determinations Panel”)(11) found that the U.K. Pensions Regulator’s issuance of FSDs against SCL for the SCSL Scheme Deficits would satisfy the reasonableness requirement of § 43 of the 2004 Act.  In particular, the Determinations Panel concluded that:  SCL received considerable benefits from SCSL on account of the 1989 Services Agreement; SCL had financial resources available to fund the SCSL Scheme Deficits; and SCL was closely connected to the Pension Schemes, as its members provided services that benefited SCL.

On July 23, 2007, SCL appealed the Determinations Panel’s decision with the Pensions Regulator Tribunal, which considers whether and on what terms FSDs should be issued and addresses all issues de novo.  However, after an adverse ruling on certain interlocutory matters related to the appeal, and after consultation with, among others, SCL’s U.K. pension counsel, and as a result of positive discussions (further described below) regarding a consensual resolution of the Pension Schemes’ claims, SCL withdrew the appeal on January 31, 2008.  On February 5, 2008, after withdrawal of the appeal, the U.K. Pensions Regulator issued FSDs to SCL requiring it to put in place arrangements whereby it is liable for the SCSL Scheme Deficits that are due or may become due.

Prior to issuing FSDs in respect of the SCSL Scheme Deficits, the U.K. Pensions Regulator notified SCL on July 9, 2007, that at the request of the Pension Schemes Trustees, the U.K. Pensions Regulator also was considering issuing FSDs against SCL on account of the debts owed or which may be owed by the Pension Schemes’ non-Debtor participating employers under § 75 of the 1995 Act.  The Debtors have confirmed to the Pensions Regulator that they believe the issuance of these further FSDs would be unreasonable.  The Debtors also confirmed that they would resist the issuance of such FSDs.

As further described below, in early February 2008, the Debtors, the Pension Schemes Trustees, and the SCSL Committee agreed to a settlement that resolves all of the Pension Schemes’ claims, including the SCSL Scheme Deficits and the non-Debtor participating employers’ § 75 debt.  As part of this settlement, the Debtors and the Pension Schemes Trustees have agreed that in response to the FSDs already issued (and any additional FSDs that may be issued) by the U.K. Pensions Regulator, the Debtors shall propose, and the Pension Schemes Trustees shall support, financial support arrangements consistent with the terms of the Pension Schemes Settlement Agreement.  As described in ARTICLE III.D.5., on March 19, 2008, the Debtors, in conjunction with the Pension Schemes Trustees, applied to the U.K. Pensions Regulator for approval that the terms of the Pension Schemes Settlement Agreement constitute adequate financial support in respect of the FSDs.  The U.K. Pensions Regulator confirmed in a letter dated April 23, 2008 that, provided the Bankruptcy Court approved such arrangements and

(11)The Determinations Panel is an independent committee of at least three people with legal, business, or pension knowledge, which meets to determine whether to invoke certain regulatory functions.

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that the Pension Schemes were satisfied they retained eligibility for the Pension Protection Fund, the U.K. Pension Regulator intended to approve the settlement as an arrangement that satisfies the FSD.

2.Equalization and Employment Claims

a.Equalization

The Debtors became aware that certain pension benefits for certain of the Pension Schemes’ members may not have been “equalized” as intended.  In 1990, the European Court of Justice determined that the U.K. was bound by European Union legislation providing that identical pension benefits should be provided to all regardless of gender.  The process by which pension schemes aligned pension benefits, including, for example, normal retirement date and accrual rate, was referred to as “equalization.”  Under English law, if a scheme is not equalized, all members are automatically entitled to equal benefits, which in this case includes a right to retire at the earliest retirement age and accrue benefits at the more generous rate.  Historically, female members of a scheme would be entitled to retire earlier and accrue pension benefits more quickly than male members.

The member benefits of the 1990 Pension Scheme were purportedly equalized by an announcement in December 1995 with effect from February 1996.  In light of the provisions of the 1990 Pension Scheme deed and rules, however, it is unclear whether such announcement did effect equalization of the retirement ages of members of the 1990 Pension Scheme.  Additionally, with respect to the 1983 Pension Scheme, an announcement was made in July 1994 to certain members regarding equalization, but it is unclear whether this announcement effectuated equalization of the retirement age in accordance with the 1983 Pension Scheme’s governing deed and rules and English law.  Irrespective of the validity of the 1994 announcement, it is possible that, in December 2005, the 1983 Pension Scheme was equalized by a deed of amendment which purportedly altered the retirement age to 65.

If the Pension Schemes were not effectively equalized, members may be entitled to greater benefits.  The Debtors and the Pension Schemes Trustees are in the process of preparing for complex English Court proceedings necessary to determine whether, when and to what extent the Pension Schemes were properly equalized.  The Debtors anticipate that full adjudication of the question of whether equalization occurred will not occur until 2009 at the earliest.  As described in ARTICLE III.D.5., and as further discussed below, under the Pension Schemes Settlement Agreement, the Debtors have agreed to a Plan distribution reserve (i.e., the Equalization Claim Reserve) on account of claims up to $69 million to satisfy potential Equalization Claim.

b.Equalization-Related Employee Claims

If the 1983 Pension Scheme is found to have been properly equalized (in full or in part), it is possible that some members of the 1983 Pension Scheme may possess causes of action against their employer in relation to the provision of benefits, and/or information regarding benefits, since 1994.  To the extent SCL, SCSL, Reorganized SCL, Reorganized SCSL, or a Non-Debtor Subsidiary is found liable under these causes of action, the relevant Debtor,

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Reorganized Debtor, or Non-Debtor Subsidiary will maintain a claim against the reserve to be established to satisfy any recoveries form these causes of action (collectively, the “Equalization-Related Employee Claims”).  Distribution to the affected employees will be made from proceeds received by the relevant Debtor, Reorganized Debtor, or Non-Debtor Subsidiary from the reserve established for Equalization-Related Employee Claims.

The Debtors believe that, should such potential employees claims exist, the number of potential claimants will be less than the number of members who would indirectly benefit, in the form of increased pension benefits, if the 1983 Pension Scheme were not equalized.  The Debtors also believe that the maximum value of such potential claims would be significantly less than the Equalization Claim of the 1983 Pension Scheme if equalization of members did not occur in 1994.  As far as the Debtors’ are aware, no such potential employee claims exist in relation to the 1990 Pension Scheme.

3.Pension Scheme Claims

In July 2007, the Pension Schemes Trustees Filed Proofs of Claims in these Chapter 11 Cases against SCL and SCSL.  After removing duplicative claims, the Debtors estimate claims from the 1983 Pension Scheme and 1990 Pension Scheme to be in excess of $240 million and $55 million, respectively.  The Pension Scheme Claims primarily are based upon (a) alleged funding deficit liability, including the SCSL Scheme Deficits, (b) § 75 Debts, (c) past due contributions, (iv) life insurance costs and future benefits accruals, and (d) alleged Pension Schemes’ contribution obligations.  In addition, both Pension Schemes’ Claims include a claim to reflect the additional § 75-based claim which would exist if the Pension Schemes were not properly equalized (in full or part) as discussed above.  The Claims asserted on account of the alleged improper equalization amount to at least $60 million with respect to the 1983 Pension Scheme and an unliquidated amount with respect to the 1990 Pension Scheme.  The Pension Schemes Trustees also Filed Proofs of Claim against SCC.  The Debtors believe these Claims are without merit as SCC has not been, and is not, a participating or principal employer under either Pension Scheme.

4.Objection to Pension Scheme Claims and Settlement Negotiations

On September 17, 2007, the SCL Committee Filed an objection to two Proofs of Claim Filed against SCL by the Trustees of the 1983 Pension Scheme and the 1990 Pension Scheme.  The SCL Committee maintained that the Pension Schemes Trustees have no right to assert direct Claims against SCL based on the FSDs.  According to the SCL Committee, under the best case scenario for the Pension Schemes Trustees, SCSL would have a Claim against SCL under the 1989 Services Agreement for the SCSL Scheme Deficits.  The SCL Committee further contended that the Pension Schemes’ Claims should not have been calculated under the U.K. buy-out method, which it asserts is inapplicable to a claim Filed in a U.S. bankruptcy case.  The SCL Committee contended that the validity and amount of the Pension Schemes’ Claims should be governed by U.S. law, which according to the SCL Committee, may require that the Pension Schemes’ Claims be discounted to present value in accordance with the “prudent investor rule,” as opposed to the U.K. mandated annuity buy-out amount pursuant to § 75 of the 1995 Act.  Furthermore, the SCL Committee asserted that the postpetition actions taken by the U.K.

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Pensions Regulator, including the issuance of an FSD against SCL, violated the automatic stay under Bankruptcy Code.

In light of the substantial Claims Filed by the Pension Schemes Trustees, the complex interrelationship between the Pension Schemes’ Claims and Intercompany Claims, and the vehement objection Filed by the SCL Committee, it has long been clear that resolution of these issues was an essential prerequisite to the Debtors’ formulation of a chapter 11 plan.  To that end, since March 2007, the Debtors, the SCSL Committee, the Pension Schemes Trustees, the SCL Committee and each of their advisors thoroughly analyzed, considered and debated the merits of each party’s position.  In the course of the parties’ due diligence and discussions of the pension related issues, it became apparent that the existence of potentially large pension claims against certain Non-Debtor Subsidiaries could substantially complicate an orderly wind-down of the Company’s Non-Container-Leasing Businesses and delay and reduce recoveries for creditors at SCL if not resolved.

After several months, the parties narrowed the gaps between the Pension Schemes Trustees’ and the SCL Committee’s respective views regarding the ultimate resolution of the Pension Schemes Trustees’ Claims.  Nonetheless, as of mid-December 2007, there were still significant differences between the parties and enormous resources being spent by the Debtors, the SCL Committee, and the SCSL Committee in the U.K. and the U.S. in connection with the ongoing pension dispute.  Ultimately, the Debtors concluded that the best way they could act as fiduciaries for all Creditors of the Debtors’ Estates was to attempt to reach an appropriate settlement through direct negotiations with the Pension Schemes Trustees and the SCSL Committee, while continuing to advise the SCL Committee of the negotiations.  Accordingly, in early February 2008, after months of discussions among the parties regarding all of the issues raised by, and related to, the Pension Scheme Claims, the Debtors, the SCSL Committee, and the Pension Schemes Trustees entered into the Pension Schemes Settlement Agreement under which the Pension Schemes Claims are resolved fully and completely.

5.Pension Schemes Settlement Agreement and Its Implementation

a.Bankruptcy Court Approval

Under the Pension Schemes Settlement Agreement, the 1983 Pension Scheme will receive a $153.8 million Allowed Unsecured Claim against SCL, and the 1990 Pension Scheme will receive a $40.2 million Allowed Unsecured Claim against SCL.  Furthermore, under the terms of the Pension Schemes Settlement Agreement, an Equalization Claim Reserve will be established on account of a $69 million Equalization Claim.  The Debtors also shall pay $5 million to the Pension Schemes on account of certain administrative ordinary course expenses.  If the Debtors agree to pay, or this Courts approves payment of, chapter 11 advisory fees to any of the Debtors’ prepetition creditors as administrative expenses, the Pension Schemes may additionally seek reimbursement of their chapter 11 advisory fees.  Finally, the Pension Schemes Settlement Agreement is in full and final satisfaction of all of the Pension Scheme Claims against SCL, SCSL, and the Non-Debtor Subsidiaries.

On February 18, 2008, the Debtors Filed a motion to approve the Pension Schemes Settlement Agreement.  The SCL Committee contested the settlement and served extensive

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discovery and deposition requests on the Debtors, the Pension Schemes Trustees, the SCSL Committee, the Debtors’ financial advisors and the Pension Schemes’ actuaries.  The parties responded to the SCL Committee’s document requests and depositions of the Debtors, the Debtors’ financial advisors, the SCSL Committee, the Pension Schemes Trustees and the Pension Schemes’ actuary occurred in late April 2008 and early May 2008.  On May 16, 2008, the SCL Committee Filed a formal objection to the Pension Schemes Settlement Agreement, to which the Debtors and SCSL Committee Filed extensive reply briefs.  The Bankruptcy Court held a contested hearing with respect to the Pension Schemes Settlement Agreement on May 28 and 29 and June 6, 2008.  As part of the hearing, the Debtors introduced extensive evidence supporting the Pension Schemes Settlement Agreement.  On June 27, 2008, the Debtors and the SCL Committee Filed post-hearing briefs in further support of their respective positions with respect to the Pension Schemes Settlement Agreement.

The SCSL Committee and the Pension Schemes have engaged in settlement discussions with the SCL Committee to resolve the SCL Committee’s objection to the Debtors’ motion to approve the Pension Schemes Settlement Agreement.  On September 19, 2008, the Bankruptcy Court issued an opinion approving the Pension Schemes Settlement Agreement in all respects (Docket No. 2185).

Notwithstanding the Bankruptcy Court’s decision to approve the Pension Schemes Settlement Agreement, the (i) the 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) the 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 the Plan, not before the Effective Date);

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,:

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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) the 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 Bankruptcy Code § 363 and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the Bankruptcy Court.

b.U.K. Actions Regarding Pension Schemes Settlement Agreement

Concurrently with seeking Bankruptcy Court approval of the Pension Schemes Settlement Agreement, the Debtors and the Pension Schemes Trustees are taking actions in the U.K. to obtain certain regulatory approval, necessary to implement the Pension Schemes Settlement Agreement in the U.K.  In particular, the parties worked to prepare definitive documentation of the Pension Schemes Settlement Agreement prior to the Bankruptcy Court hearing.  The definitive Pension Schemes Settlement Agreement was Filed with the Bankruptcy Court on May 23, 2008 (Docket No. 1831) and attached as Exhibit A to the Plan.  Additionally, on March 19, 2008, the Debtors, in connection with the Pension Schemes Trustees, sought approval from the U.K. Pensions Regulator that the Pension Schemes Trustees’ Allowed Unsecured Claims against SCL under the Pension Schemes Settlement Agreement constituted adequate financial support arrangements for purposes of satisfying the FSDs.  On April 23, 2008, the U.K. Pensions Regulator confirmed to the Debtors that it would approve the terms of the Pension Schemes Settlement Agreement as satisfying the FSDs provided that the Bankruptcy Court approves the Pension Schemes Settlement Agreement.  Further, the Pension Schemes Settlement Agreement is subject to the Pension Schemes’ continued eligibility for protection by the Pension Protection Fund.  Since March 2008, the Debtors and the Pension Schemes Trustees engaged in discussions to ensure that implementation of the Pension Schemes Settlement Agreement would not prejudice the Pension Schemes’ rights to enter the Pension Protection Fund if necessary in the future.

A scheme ceases to be eligible for protections by the Pension Protection Fund where the trustees of the scheme enter into a legally enforceable agreement with an employer in relation to the scheme, the effect of which is to reduce the amount of any debt due to the scheme from the employer under § 75 of the 1995 Act.  Certain exceptions allow for a scheme to retain eligibility if:

i.the legal agreement is certified by the scheme actuary as above the Pension Protection Fund level of funding and has been approved by the Pension Protection Fund; or

ii.the agreement to reduce the debt is approved by the English Court by way of a scheme of arrangement under part 26 of the Companies Act 2006.

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In order to maintain Pension Protection Fund eligibility, the debts owed to the Pension Schemes will therefore either be certified by the scheme actuary as above the Pension Protection Fund level of funding and approved by the Pension Protection Fund or reduced under an English Court approved scheme of arrangement.

The Pension Protection Fund has to date been unable to provide confirmation of the Pension Schemes’ continued eligibility.  The 1983 Pension Scheme Trustees and the 1990 Pension Scheme Trustees presently are working with the Debtors to ensure that the implementation of the Pension Schemes Settlement Agreement will not jeopardize the Pension Schemes’ Pension Protection Fund eligibility.  However, to afford the 1983 Pension Scheme and the 1990 Pension Scheme maximum Pension Protection Fund eligibility and ensure that the Pension Schemes Settlement Agreement can be given effect even if the Pension Protection Fund is unable to approve it, each Pension Scheme will participate in the U.K. Scheme of Arrangement.

To further ensure that the Pension Schemes are able to maintain maximum Pension Protection Fund eligibility, it may be necessary for certain of the other participating employers in the Pension Schemes to institute liquidation proceedings or U.K. scheme of arrangements (collectively, the “Debtor Affiliate Schemes of Arrangement”).  The other participating employers in the 1983 Pension Scheme that may institute Debtor Affiliate Schemes of Arrangement include SC Maritime Limited, 0438490 Travel Limited, Yorkshire Marine Containers Limited, and 1882420 Limited.  With respect to the 1990 Pension Scheme, other participating employers that may be required to institute a Debtor Affiliate Scheme of Arrangement include SC Maritime Limited.

Additionally, as the Pension Schemes Settlement Agreement does not constitute a compromise of debt, to ensure the Pension Schemes retain Pension Protection Fund eligibility, the 1990 Pension Scheme Claims shall be compromised for $1 under the U.K. Scheme of Arrangement and the 1983 Pension Scheme shall be compromised for $1 under the U.K. Scheme of Arrangement or the 1983 Scheme Deed of Compromise.

c.Equalization Claim Reserve

Pursuant to the Pension Schemes Settlement Agreement, a reserve of consideration on account of the Equalization Claim in an amount of $69 million shall be established on the Effective Date.  The Allowed Equalization Claim shall be added to and treated as if they were part of the Allowed Pension Schemes Claims.  The Equalization Claim Reserve shall be allocated between the Pension Schemes pursuant to instructions from the Pension Schemes 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.  It is currently contemplated that the Equalization Claim Reserve shall be administered by the Equalization Escrow Agent.

The Equalization Claim Reserve will be held in the Equalization Escrow Account pending resolution of the Equalization Claim.  The Equalization Escrow Agent through the Equalization Claim Reserve will provide for distributions on a Pro Rata basis to the Pension Schemes Trustees upon resolution of the Equalization Claim by a court of competent

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jurisdiction.  The Debtors have set aside value in the Equalization Claim Reserve appropriate to satisfy the Allowed Equalization Claim.  Any value remaining in the Equalization Claim Reserve after satisfaction of the Equalization Claim will be transferred to the Equalization-Related Employee Claim Trust and will be available to satisfy any Allowed Equalization-Related Employee Claims except that the maximum value of Newco Equity transferred from the Equalization Escrow Account shall not exceed $19.6 million.  All Newco Equity that was maintained in the Equalization Escrow Account that is not transferred to the Equalization-Related Employee Claim Reserve will be cancelled.

The Pension Schemes Trustees will issue the necessary application before the English Court to determine the Equalization Claim.  Once a court of competent jurisdiction renders a non-appealable judgment upon the issue of equalization of the Pension Schemes, and upon appropriate advice from counsel and calculations provided by the Pension Schemes’ actuary, the Equalization Escrow Agent will be authorized to make distributions on account of the Equalization Claim, if any.

d.Equalization-Related Employee Claim Trust

With respect to potential employee claims that give rise to Equalization-Related Employee Claims, the Equalization-Related Employee Claim Trustees will hold the Equalization-Related Employee Claim Reserve.  To the extent the 1983 Pension Scheme is found to have been properly equalized in whole or in part, legal advice from employment and equalization counsel will be sought, as will actuarial calculations on any potential liability with respect to any such employee claims.  Affected employees may then make a claim against SCL, SCSL, or the relevant Non-Debtor Subsidiary, as applicable.  The liquidator of the affected entity will decide whether to accept or reject the claim and, if accepted, the Equalization-Related Employee Claim Trustees will make distributions to the relevant liquidator at a stipulated dividend rate from the Equalization-Related Employee Claim Reserve, as calculated and agreed with reference to the Debtors’ entity priority model as of March 31, 2008.  The relevant liquidator will transfer any distributions received from such reserve to the affected employee.

The Equalization-Related Employee Claim Reserve is currently estimated to consist of approximately $4.5 million in Cash and shares of Newco Equity with an aggregate value of approximately $13.1 million.  The total value set aside in the Equalization-Related Employee Claim Reserve was calculated to provide that employees that hold claims that give rise to Allowed Equalization-Related Employee Claims will receive the same distribution, and in the same proportion of Cash and Newco Equity, as other third party creditors of the entity against which the employee maintains its claim.  The Debtors believe that they have set aside value in the Equalization-Related Employee Claim Reserve appropriate for what they estimate is the upper bound of Allowed Equalization-Related Employee Claims.  Subject to U.K. counsel’s opinion regarding the English Court determination of issues relating to the Equalization Claim, if no equalization occurred at the Pension Schemes, it is possible, however, that the Equalization- Related Employee Claim Reserve can be substantially reduced or eliminated.

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E.GE SeaCo Related Matters

1.GE SeaCo Arbitrations

The governing agreements relating to the GE SeaCo joint venture contain dispute resolution and arbitration provisions that require arbitration with respect to most matters disputed between GE Capital and SCL.  During these Chapter 11 Cases, the Debtors and GE Capital litigated to a judgment one arbitration proceeding and commenced two further arbitrations, which were stayed by agreement between the parties.  The first arbitration proceeding involved an alleged potential change of control at SCL and the second and third related to the validity of certain claims asserted by GE Capital and GE SeaCo entities against the Debtors and the Non-Debtor Subsidiaries.  The Debtors ultimately achieved satisfactory resolutions with respect of each arbitration proceeding.

a.GE SeaCo “Change of Control” Arbitration

GE Capital’s Stay Relief Motion.  Shortly following the Petition Date, on November 21, 2006, GE Capital Filed a motion for relief from the automatic stay to proceed to arbitration with SCL regarding whether a “change of control” occurred at SCL under the GE SeaCo Members Agreement.  Under the Members Agreement, a change of control is defined as “the acquisition of power, directly or indirectly, to direct the affairs of GE Capital or SCL, as the case may be, or to elect a majority of the board of directors of GE Capital or SCL, as the case may be, except that such term shall not include the acquisition of such power with respect to SCL by any Person or group of Persons of which J.B. Sherwood holds stock or other equity interest sufficient to direct or cause the direction of the management and policies thereof.”

GE Capital contended that a change of control occurred at SCL because James Sherwood resigned as SCL’s President, Chief Executive Officer, and Chairman of the Board and as a director of Contender 2 Ltd. (“Contender 2”), a Bermuda Non-Debtor Subsidiary of SCL that controls the majority of the voting shares of SCL.  Specifically, Sherwood stepped down as SCL’s President and Chief Executive Officer on an interim basis in November 2005, stepped down on a permanent basis on January 4, 2006, and resigned from the SCL Board on March 20, 2006.  The resignations from SCL allegedly triggered a change in control, according to GE Capital, because after his ultimate resignation as Chairman on March 20, 2006, Sherwood no longer had the power to “direct the affairs of SCL” and GE Capital alleged, Sherwood controlled the selection of the board of directors of SCL by controlling the decisions and actions of Contender 2.  As a result, GE Capital alleged, it had the right, under the Members’ Agreement and GE SeaCo’s Articles of Organization, to purchase SCL’s 50% membership interest in GE SeaCo.  In addition, GE Capital sought stay relief to have GE SeaCo valued by a third party arbiter if it was successful in the underlying change of control dispute.

On December 10, 2006, SCL Filed a limited objection to GE Capital’s motion for relief from the automatic stay.  The objection contended that stay relief with respect to the change of control issue should be limited to whether a change of control occurred on or after February 17, 2006, because of a contractual statute of limitations under the Members’ Agreement.  With respect to the valuation issue, SCL objected that the stay relief was premature and potentially unnecessary given that the threshold change of control dispute had yet to be resolved.  The SCL

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Committee joined in SCL’s objection to GE Capital’s stay relief motion and additionally requested a right to participate in the arbitration.

Prior to the hearing on the motion, GE Capital withdrew its request for provisional stay relief with respect to the valuation issue, but proceeded with the change of control issue.  The Bankruptcy Court ruled in favor of GE Capital and ruled that the stay should be lifted to allow the arbitration to proceed with respect to the change of control issue (Docket No. 204).  The Bankruptcy Court declined to limit the arbitration to whether a change of control occurred on or after February 17, 2006 finding that the relevance of the February 17 date was within the province of the arbitrator.

Arbitration Process and Award.  On January 16, 2007, GE Capital served a notice of arbitration on SCL regarding whether a change of control occurred.  Thereafter, on February 28, 2007, John H. Wilkinson was nominated as arbitrator.  The arbitrator tentatively scheduled the arbitration hearing for August 29-30 and September 5—8 and then rescheduled the arbitration hearing for October 15-19 and October 31.  During August, September and October 2007, the Debtors undertook discovery, completed document production, and prepared for, defended, and took depositions related to the change of control dispute.  The Debtors’ extensive preparation of the change of control arbitration culminated in hearings conducted in mid- and late-October, which ultimately concluded on November 5, 2007.  On November 16, 2007, the parties submitted post-hearing briefs to the arbitrator.

On December 4, 2007, the arbitrator rendered a decision in favor of SCL.  The arbitrator determined that James Sherwood’s departure from SCL did not constitute a change of control under the Members’ Agreement.  In particular, the arbitrator found that SCL’s board of directors as a whole, and not James Sherwood acting alone, directed the affairs of SCL.  The arbitrator also concluded that Mr. Sherwood did not control the selection of SCL’s board of directors.  Finally, the arbitrator held that even if a change of control had occurred, GE Capital’s notice of its intent to purchase SCL’s interest in GE SeaCo was untimely under the Members’ Agreement.  The arbitrator determined that if a change of control had occurred, it would have taken place on January 4, 2006 when James Sherwood permanently resigned as President and Chief Executive Officer of SCL.  As GE Capital’s notice of intent to purchase SCL’s GE SeaCo interest was not provided to SCL within six months after Mr. Sherwood’s January 2006 resignation, as required under the Members’ Agreement, the arbitrator determined that the notice was of no effect.

Pursuant to the Members’ Agreement and as part of the arbitrator’s decision, SCL is entitled to recover the reasonable fees and expenses it incurred in defending against the arbitration.  On January 7, 2008, SCL submitted its request to the arbitrator specifying the amount of fees and costs for which it sought reimbursement, and GE Capital served its response on February 26, 2008.  As part of the GE SeaCo Framework Agreement that was approved by the Bankruptcy Court on June 4, 2008 and as set forth in the Mutual Release Agreement to be executed at the GE SeaCo Settlement Closing, GE Capital and SCL agreed to a mutual release of all claims they maintained against each other, including the release of SCL’s claim for reimbursement of fees and expenses.

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b.GE-GES Claims Arbitration

GE-GES Claims.  As indicated, SCL and GE Capital entities were involved in a second arbitration during these Chapter 11 Cases.  The arbitration arose from proofs of claim in the aggregate amount of $150 million Filed by certain GE Capital and GE SeaCo entities against SCL and SCSL in these Chapter 11 Cases (the “GE-GES Claims”).  The GE-GES Claims generally allege that GE Capital and GE Sea Co entities are entitled to payments from SCL and SCSL on account of:  (a) certain intercompany charges by the GE SeaCo group against the SCL group; (b) certain overpayments to SCL under the EMAs, MLAs, and other lease agreements; (c) disgorgement of fees paid to SCSL under the JV Services Agreement; (d) certain service and other general and administrative expense overcharges; and (e) mismanagement of GE SeaCo’s participation in the 1983 Pension Scheme.

The GE-GES Claims arose under the governing agreements relating to the GE SeaCo joint venture and, therefore, those agreements arguably required arbitration of the GE-GES Claims.  The Debtors and GE SeaCo made substantial progress in negotiating an agreed order on lifting the automatic stay to permit arbitration of the GE-GES Claims.  The parties agreed that the majority of the GE-GES Claims would be arbitrated in a combined arbitration, separate from the ongoing change of control arbitration.  However, certain issues remained unresolved and, on September 7, 2007, GE SeaCo Filed a motion for relief from the automatic stay to proceed with arbitration of the GE-GES Claims.  On September 24, 2007, the Debtors Filed a response to GE SeaCo’s motion.  Generally, the parties disagreed on the treatment of the claims relating to intercompany amounts due and owing, whether a separate arbitration was necessary to resolve these claims, and the level of participation in the arbitration by the SCL Committee.  At a hearing on September 27, 2007, the Bankruptcy Court provided guidance on certain outstanding issues and ruled that the Creditors’ Committees could participate as full parties-in-interest at the arbitration.  Subsequent to that hearing, the parties agreed on a form of order to arbitrate the GE-GES Claims, which was entered by the Bankruptcy Court on October 9, 2007 (Docket No. 1081).

Arbitration Process and Resolution.  On October 24, 2007, GE SeaCo initiated arbitration of six of the GE-GES Claims, including the $56 million disgorgement claim and the $18.2 million EMA claim.  On November 26, 2007, SCL and various subsidiaries filed a notice of defense and asserted several counterclaims.  Further, on January 4, 2008, the SCL parties filed a motion to dismiss all of the claims submitted to arbitration, which was joined by the SCL Committee and the SCSL Committee.  On March 3, 2008, the arbitrator granted the motion to dismiss, in part, but allowed GE SeaCo to re-file certain of the dismissed claims.  On March 10, 2008, GE SeaCo filed an amended notice of arbitration with respect to those claims previously dismissed by the arbitrator.  As further described below, the arbitration was stayed in connection with the entry into a Framework Agreement by GE Capital Corporation, SCL and GE SeaCo for the settlement and release of all pending claims between the parties, including the GE-GES Claims.  Upon the Bankruptcy Court’s approval, in connection with the Plan, of the Master Transaction Agreement and other GE Definitive Settlement Documents that will implement the terms of the GE SeaCo Framework Agreement, the arbitration will be dismissed.

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c.Intercompany GES-SCL Claims Settlement

The parties deferred proceeding with a third arbitration with respect to approximately $90 million in intercompany-related claims.  Resolution of those claims involved reconciling the historical intercompany balances and charges owing as between GE SeaCo and its subsidiaries on the one hand and SCL and its subsidiaries on the other, which included outstanding prepetition and postpetition intercompany balances and charges.  Pursuant to the settlement, the GE SeaCo and SCL group ledgers were reconciled, GE SeaCo and its affiliates agreed to release their intercompany-related Claims Filed in these Chapter 11 Cases, and the GE SeaCo parties agreed to set aside approximately $650,000 in a segregated account, which has been used to pay down the remaining intercompany-related Claims.  The Bankruptcy Court approved the settlement by order dated March 15, 2008  (Docket No. 1547).

2.Formulating a Chapter 11 Plan Around SCL’s Container Interests

As of the Petition Date, much of the value of the Estates remained locked in their GE SeaCo interests.  During these Chapter 11 Cases, the Debtors and their advisors, along with the Creditors’ Committees, analyzed ways to unlock and distribute that value to their Creditors through a chapter 11 plan.  On August 9, 2007, to obtain addition information to value their GE SeaCo interests, SCL Committee Filed a joint motion with the SCL Committee, which the SCSL Committee later joined, pursuant to Bankruptcy Rule 2004 seeking a court order compelling GE SeaCo to produce information regarding GE SeaCo’s operations, historical, current, and projected financial results, and other balance sheet information.  Ultimately, after resolution of certain differences among the Debtors, GE SeaCo, the Creditors’ Committees, GE SeaCo provided all required documents by mid-September 2007 and the Debtors and the Creditors’ Committees completed the depositions of four key GE SeaCo managers on September 28, 2007.

However, even after obtaining additional information in connection with the Bankruptcy Rule 2004 examination, structuring a plan transaction continued to be complicated by certain provisions in the GE SeaCo Members’ Agreement and other governing agreements that condition or restrict the transfer and ownership of GE SeaCo quotas.  Specifically, under the Members’ Agreement, a sale or transfer of SCL’s quotas in GE SeaCo could be subject to a right of first offer, which allows GE Capital to in effect preempt the sale by purchasing the quotas on the same proposed terms.  The Members’ Agreement also contains tag-along rights, which allow GE Capital to require the purchasing party to buy a pro-rata share of GE Capital’s quotas.  In addition, a risk existed that a plan transaction and/or distribution of equity interests in the reorganized Debtors could give rise to assertions by GE Capital that the Plan constituted a change of control as defined in the Members’ Agreement, which, as noted above, was the subject of a prior arbitration between the parties.  At a minimum, these restrictions cast a shadow of uncertainty over a chapter 11 plan and created an additional risk of protracted proceedings (including new arbitrations).  To avoid such uncertainty, cost and delay it was clear that emergence on a consensual basis with GE SeaCo and GE Capital was the preferred path.

3.Entry into the GE SeaCo Framework Agreement

In light of the obstacles to implementation of a chapter 11 plan presented by the GE SeaCo governing agreements, and the continuing drain on the estates from the ongoing GE-GES

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Claims arbitration, the Debtors, GE Capital, and GE SeaCo initiated discussions regarding a global settlement.  Those discussions quickly progressed to the exchange of drafts of a GE SeaCo Framework Agreement.  After intensive negotiations with GE Capital and GE SeaCo, and coordination with the Creditors’ Committees, a settlement was reached on April 25, 2008.  On June 5, 2008, the Bankruptcy Court approved the GE SeaCo Framework Agreement (Docket No. 1887).  To effect the settlement, the GE SeaCo Framework Agreement contemplated that the parties would enter into multiple definitive documents, which will be submitted to, and approved by, the Bankruptcy Court in connection with Confirmation of the Plan.

The principal terms of the GE SeaCo Framework Agreement generally fall into the following categories: (a) facilitating confirmation of the Plan and emergence through GE Capital’s waiver of the “right of first offer,” change of control, and other rights under the GE SeaCo governing agreements (solely for purposes of the plan); (b) termination of the MLAs and the addition of containers subject to the MLAs to the EMA fleets; (c) payment of a “Special Termination Fee” to the lessors under the MLAs, the timing of which will be subject to GE SeaCo passing certain financial conditions, and which will result in the payment of substantially all of the economic value associated with the Leased Fleet to the lessors who are also the members of GE SeaCo (after payment of the Special Termination Fee, the Class B Quotas will retain certain limited voting rights in accordance with Barbados law, but will not have material economic value); (d) certain amendments to the GE SeaCo governing agreements to update and streamline transfer provisions and to confirm GE Capital’s governance and operational control of GE SeaCo so long as GE Capital continues to own at least twenty percent of the Class A Quotas; (e) limitations on Newco’s post-emergence governance and ownership in light of the potential impact on the regulatory status and business operations of GE SeaCo; (f) additional reporting and informational requirements relating to GE SeaCo; (g) a global settlement and release of outstanding claims among the Debtors, GE Capital and GE SeaCo; and (h) giving registration rights to quotaholders of GE SeaCo, including giving GE Capital and SCL the right to make two demand registrations each of their respective GE SeaCo quotas; provided, however, that GE Capital shall have the right to require Newco to first follow an appraisal procedure and potential drag-along at the appraised price for up to one year before GE SeaCo is obligated to honor any demand by Newco.  Through the settlement, and the documentation thereof, the parties hope to establish a normalized relationship, enhance the value of GE SeaCo and, in doing so, enhance the value of GE SeaCo Class A Quotas for Newco and SCL’s Creditors.

4.The GE SeaCo Definitive Settlement Documents

Over the last four months, the Debtors and GE Capital and GE SeaCo have worked in earnest to negotiate and finalize the definitive documents and, on August 14, 2008, the parties entered into the Master Transaction Agreement, the blueprint for closing the transaction contemplated by the GE SeaCo Framework Agreement.  As agreed to in the GE SeaCo Framework Agreement, the GE Quotaholders agreed to waive any rights under the existing Members’ Agreement to assert a “change of control” or “rights of first offer” as a result of the transactions occurring in connection with the consummation of and as contemplated by the Plan.  Further, the parties agreed to certain basic covenants and conditions and to continue the stays of all arbitrations.  In connection with the stay, the parties entered into a Statute of Limitations Tolling Agreement and, on September 4, 2008, the Debtors received Bankruptcy Court approval of this agreement (Docket No. 2144).  In addition, the parties agreed to the amounts to be paid in

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connection with termination of the MLA.  Also, the parties agreed to payment of certain amounts relating to the arbitrations and claims resulting from administration of the EMAs.  Additionally, the Master Transaction Agreement contains certain closing conditions, including entry of the Confirmation Order, substantial consummation of the Plan, and approval of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement.  Annexed to the Master Transaction Agreement are the forms of documents to be signed at the GE SeaCo Settlement Closing, which will occur contemporaneously with the Effective Date.  The primary GE SeaCo Definitive Settlement Documents are described below.

Amended and Restated Members’ Agreement.  This agreement amends the existing Member’ Agreement to reflect new supermajority voting provisions, limitations on managers of GE SeaCo and ownership of Quotas, the procedures to occur upon an initial public offering, Newco’s rights to additional access to information on GE SeaCo, new publication rights, and GE’s continuing right to a fifth Manager,

Mutual Release Agreement.  Through this agreement, the parties agree to mutually settle and release outstanding claims among them as further described in the GE SeaCo Framework Agreement, including claims related to the joint venture documents, the business of GE SeaCo, the various arbitrations between the Parties, and any claims or causes of action under chapter 5 of the Bankruptcy Code.

Registration Rights Agreement.  This agreement details the method and terms for exercising the registration rights and GE’s right to require an appraisal of Newco’s Quotas and to exercise drag-along rights at the appraised price for up to one year before GE SeaCo is obligated to honor any demand by Newco.

MLA Termination Agreements.  These agreements terminate the MLAs between GE SeaCo and each of Newco and Genstar and effectuate the transfer of the container units subject to the MLAs to the EMAs.  The MLA Termination Agreement between GE SeaCo and Newco provides for payment of the Special Termination Fee.

Amended and Restated EMAs.  These agreements amend the existing EMAs between GE SeaCo and each of Newco and Genstar to reflect the transfer of container units from the MLAs to the EMAs, including GE SeaCo’s release and transfer of reserves covered by the MLAs.  In addition, the Amended and Restated EMAs provide Newco and Genstar with additional rights to information, inspection and audit of the container units.

The Debtors and GE Capital continue to negotiate certain other ancillary documents, the forms of which will be annexed to the Master Transaction Agreement to be signed at the GE SeaCo Settlement Closing.

F.Group Simplification

As discussed above, prior to the Petition Date, the Company began to dispose of certain Non-Container-Leasing Businesses and return its operational focus to its core marine container leasing business.  The Company continued these efforts throughout these Chapter 11 Cases.  The Company has sold many of its Non-Container-Leasing Businesses and liquidated certain of its Non-Debtor Subsidiaries.  As a result, the Company has made substantial progress in simplifying

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what was a complicated corporate group structure.  The Plan contemplates that, after the Effective Date, the liquidator of SCL will continue to simplify the SCL group by assisting in the wind-down and liquidation of the Company’s remaining assets and operations.  It is likely that eventually the majority (if not all) of the Non-Debtor Subsidiaries will be wound-down or liquidated and any assets remaining after meeting obligations to creditors of the Non-Debtor Subsidiaries will be repatriated to SCL by repayment of intercompany indebtedness, dividends, or other means.

1.Funding of Non-Debtor Subsidiaries

As part of their prepetition planning, and because many of the Non-Debtor Subsidiaries could not fund their operations on a stand-alone basis, the Debtors formed Sea Containers Treasury Limited (“SC Treasury”) as a financing vehicle to fund the Non-Debtor Subsidiaries.  Initially, SCL seeded SC Treasury with approximately $10.5 million.  SC Treasury loaned this capital to various Non-Debtor Subsidiaries to fund and support their operations to allow for an orderly and value-maximizing marketing and sale process.

The SC Treasury payment mechanism proved effective in preserving value in the Non-Container-Leasing Businesses.  Accordingly, after the commencement of these Chapter 11 Cases, SC Treasury continued to fund the operations of the Non-Debtor Subsidiaries.  To ensure continued liquidity for the Non-Debtor Subsidiaries, the Debtors sought and obtained approval on March 20, 2007 for additional funding to finance a continued marketing process for the Non-Container-Leasing Businesses and to prevent creditors of Non-Container-Leasing Businesses from initiating foreign insolvency or foreclosure proceedings that would impair the Debtors’ restructuring efforts.  Specifically, SCL was authorized to, among other things, make senior loans to:  (a) Finnjet Bermuda Ltd. in the aggregate amount of $2.5 million (the “Finnjet Reserve”); (b) Sea Containers Finance Ireland Limited in the aggregate amount of $900,000 (the “SCFI Reserve”); and (c) certain of SCL’s other non-debtor subsidiaries in the aggregate amount of $1 million (the “Contingency Reserve”) (Docket No. 436).  The additional funding was authorized to be provided on a secured basis.  The Debtors also were authorized to re-allocate funds among the different funding baskets.  Upon the Debtors’ motion, on July 16, 2007, the Bankruptcy Court amended the order to reallocate and increase the funding as follows: (i) increase the Finnjet Reserve by $1.9 million; (ii) increase the SCFI Reserve by $1 million; and (iii) increase the Contingency Reserve by $1.5 million.  The funds provided by SCL to SC Treasury during these Chapter 11 Cases have allowed the Company to maximize the value of its Non-Container-Leasing Businesses.

On November 2, 2007, the Bankruptcy Court further amended the SC Treasury funding order to reallocate (a) $300,000 from the Finnjet Reserve, (b) $100,000 received by SC Treasury from SC Opera on account of an intercompany receivable, and (c) $500,000 of the Contingency Reserve to Periandros S.A. (“Periandros”) and Paulista Containers Maritismos Ltda. (“Paulista”), both Non-Debtor Subsidiaries, to satisfy certain of their outstanding liabilities ($400,000 of repair and maintenance costs incurred by Periandros and $500,000 of land taxes and associated legal costs by Paulista).  The funding by SC Treasury, along with periodic upsizings and reallocations approved by the Court, has allowed the Debtors to sustain the Non-Debtor Subsidiaries and maximize their value.

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All funding requests over a de minimis amount made to SC Treasury are subject to significant review, which takes into account the cost-benefit analysis of funding each applicable Non-Debtor Subsidiary.  Each material funding request is analyzed by SC Treasury’s directors in conjunction with SCSL and the Creditors’ Committees, to ensure that it will maximize value for the Company’s assets.  Final approval is given by the Chief Financial Officer of SCL and directors of SC Treasury.

2.Non-Core Business Disposals

As discussed, since the Petition Date, the Company has sold or disposed of several ferry vessels, container storage and servicing facilities, property investments, and other Non-Container-Leasing Businesses or assets and liquidated certain Non-Debtor Subsidiaries.  As result of these postpetition sales, the Debtors have reduced their overall debt obligations and obtained over $160 million of funds for the Estates and Creditors, approximately $80 million of which has been repatriated to the Debtors as of the filing of this Disclosure Statement.  After the Effective Date, as part of efforts to simplify the SCL group and wind-down their non-container leasing operations, the liquidator and/or directors of the relevant companies will continue to market and sell or dispose of the Non-Container-Leasing Businesses and assets.

Each Non-Debtor Subsidiary will pay the costs of its own liquidation and wind-down, including the costs of disposing of its Non-Container-Leasing Businesses and assets.  To the extent any Non-Debtor Subsidiary does not have sufficient funds to pay the costs associated with its liquidation or wind-down in full, Reorganized SCL may fund the remainder of such costs if the Plan Administrator believes it is of benefit to the Estates to do so.  To ensure that Reorganized SCL maintains sufficient funds to pay such costs as well as the costs associated with the liquidation of SCSL and SCL, the Debtors will set aside approximately $20 million in funds on the Effective Date.  The $20 million reserve includes estimates for Post-Emergence Costs, the costs of Non-Debtor Subsidiary liquidations, the Cash component of the Equalization- Related Employee Claim Reserve (as described in ARTICLE III.D.5 above), the Cash component of the Non Debtor Subsidiary Reserve (as described in ARTICLE III.G. below), and professional fees associated with future hearings to determine the outcome of the pension equalization matter.  Any residual value remaining after satisfaction of such costs will be applied to pay down the Newco Repatriation Note.  Upon satisfaction of the Newco Repatriation Note, any remaining Cash will be distributed to Holders of Allowed Claims on a Pro Rata basis.

a.Postpetition Ferry Business Sales

Speedrunner 1.  Prior to the Petition Date, SCL and Speed Shipping Co. Ltd. (“Speed Shipping”) were co-owners of the Aegean Speed Lines NE joint venture.  The joint venture’s sole operation was Speedrunner 1, a passenger ferry vessel.  The joint venture had generated significant losses since its inception and was expected to generate a loss for 2007.  On February 26, 2007, Hoverspeed GB Limited, a wholly owned Non-Debtor Subsidiary of SCL, sold Speedrunner 1 to Speed Shipping for $2 million.  After payment of certain costs and expenses, the sale proceeds were used to repay Hoverspeed GB Limited’s intercompany indebtedness to Ferry & Port Holdings Ltd ($1.8 million) and SC Treasury ($60,000), both Non-Debtor Subsidiaries of SCL.  As part of the sale of Speedrunner 1, SCL also sold its 50% interest

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in Aegean Speed Lines NE to Speed Shipping for the nominal consideration of €1, and the Bankruptcy Court approved the sale on December 20, 2006 (Docket No. 200).

Superseacat 3 and 4.  Hoverspeed Italia Srl, a Non-Debtor Subsidiary of SCL, owned two passenger and freight ferry vessels, Superseacat 3 and 4.  Debt on both vessels was secured by mortgages in favor of Goldman Sachs and guaranteed by SCL (for both vessels) and Sea Containers British Isles Limited (for Superseacat 4 only).  On April 1, 2008, the vessels were sold to a Greek shipping merchant for approximately $24.4 million.  The sale proceeds were less than the approximately $44 million of mortgage debt that remained outstanding at the time of the sale, and Goldman Sachs has Filed Unsecured Claims against SCL on account of its guarantees.  As part of the vessel sale, Sea Containers Estonia Limited sold fifty percent of its interests in SC Finland Oy to the purchaser for a nominal consideration of €1.

Seacat Diamante.  On December 18, 2006, Seacat Limited, a U.K. registered Non-Debtor Subsidiary of SCL, sold the Seacat Diamante vessel to a Spanish purchaser for net proceeds of $11.1 million.  A deposit of $1.4 million was received prior to filing of the chapter 11 cases and paid to SCL.  The remaining $9.9 million of sale proceeds (including accrued deposit interest) were repatriated primarily to SCL.

Seacat Scotland.  On March 30, 2007, Seacat 4 Ltd., a Non-Debtor subsidiary of SCL, completed the sale of the Seacat Scotland vessel to a Greek purchaser for net proceeds of $2.1 million.  The proceeds were used to reduce the outstanding mortgage debt on the vessel, which is due to Trilogy Portfolio Company LLC (“Trilogy”).  SCL guaranteed and is a joint borrower of the mortgage debt, and Trilogy Filed an Unsecured Claim against SCL on account of the guarantee.  Approximately $4.3 million remains outstanding under the mortgage.

Seacat France.  On February 7, 2007, Seacat Ltd., a Bermuda registered Non-Debtor Subsidiary of SCL (and a different SCL subsidiary than Seacat Limited, which sold the Seacat Diamante vessel) completed the sale of Seacat France to a U.K. purchaser for net proceeds of $1.2 million.  The net proceeds were repatriated to SCL.

SC Opera.  Sea Containers Opera Ltd (“SC Opera”) was established to conduct the operation of the “Opera” ferry vessel in the Baltic Sea.  On May 29, 2007, after substantial marketing efforts and extensive negotiation, SC Opera agreed to sell the Opera vessel to a German purchaser for approximately $41.8 million in net proceeds.  In connection with the Opera sale, the Debtors negotiated an arrangement to upstream approximately $40.2 million to SCL and $1.1 million to SC Treasury from the proceeds.  In addition, upon the Debtors’ motion, the Bankruptcy Court authorized SCL to waive approximately $16.2 million in Intercompany Claims against SC Opera to facilitate SCL’s portion of the sale proceeds being immediately upstreamed (Docket No. 916).

Finnjet.  On December 6, 2007, after substantial marketing efforts and extensive negotiations, Finnjet Bermuda Ltd. (“Finnjet”) completed the sale of its only asset, the Finnjet ferry vessel, to a North American purchaser for approximately $11 million.  After payment of certain costs and expenses, the proceeds of the sale were paid to SCL ($4.8 million) and SC Treasury ($6 million).  Finnjet also sold spare parts and equipment from the vessel for $700,000. 

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Finally, Finnjet retained a forfeited deposit of $1.15 million when a previous bidder failed to complete a proposed purchase.  The Company has upstreamed the sale proceeds to SCL.

Speedinvest.  On January 29, 2002, SCL entered into a joint venture agreement with Triformity Holdings S.A. (“Triformity”), an affiliate of a major shipping operator, pursuant to which each owned a 50% interest in Speedinvest Ltd. (“Speedinvest”).  Triformity manages Speedinvest, which provides ferry services between Italy and Croatia during the summer travel season of July and August.  Since 2005, the joint venture has suffered significant losses.  On November 16, 2007, SCL sold its Speedinvest shares to Triformity for approximately $1.35 million.  As part of the sale, the parties also agreed to transfer approximately $1 million of Speedinvest’s sale proceeds to Seacat 2 Limited (“SeaCat 2”), a wholly-owned Non-Debtor Subsidiary of SCL, to pay Speedinvest’s lease debt on the “Pescara Jet” vessel.  Upon the Debtors’ motion, the Bankruptcy Court entered an order on October 17, 2007 approving the sale of SCL’s shares in Speedinvest to Triformity and the transfer of certain of the Speedinvest sale proceeds to Seacat 2  (Docket No. 1098).

On March 1, 2007, in connection with the company’s sale of its Speedinvest interests described above, Seacat 2 sold its only asset, the Pescara Jet vessel, to an affiliate of Triformity for $2.25 million.  SeaCat 2 upstreamed the sale proceeds, along with the approximately $1 million it received from Speedinvest on account of the Pescara Jet lease debt, to SCL.

SeaStreak.  The Company operated a passenger ferry route between central New Jersey and Manhattan, through two direct subsidiaries of Sea Containers America Inc. (“SC America” or “SCA”), SeaStreak America, Inc. and Highlands Landing Corporation (collectively, “SeaStreak”).  On March 31, 2008, SC America sold its 100% interests in SeaStreak to New England Fast Ferries (“NEFF”) for $3 million.  The vessels employed in SeaStreak’s operations were owned by two banks and chartered to SeaStreak.  SCL and SC America guaranteed SeaStreak’s obligations under the relevant charter agreements.  On March 25, 2008, the Bankruptcy Court approved the entry by SCL and SC America into agreements terminating the charters.  As a result of their entry into the charter termination agreements, SCL and SC America eliminated approximately $17.6 million in guarantee obligations under the charters.

Talllink.  As discussed in ARTICLE II.A.5, in July 2006, Sea Containers Finland Limited (“SC Finland”) sold its 100% interests in Silja, which operated a passenger and freight ferry service in the Baltic Sea, to Tallink Grupp S.A. (“Tallink”).  As part of the sale, SC Finland received 5 million ordinary shares in Tallink.  On September 6, 2007, SC Finland sold its shares in Tallink to a third party for net proceeds of approximately €26.2 million (approximately $37.1 million).(12)  SC Finland is currently attempting to resolve its third-party creditor claims prior to upstreaming remaining funds to SCL and other intercompany creditors.

(12)For all sale proceeds that were received in a currency other than U.S. dollars and continue to be held in such non-U.S. currency, these sale proceeds have been converted for purposes of this Disclosure Statement only to their U.S. dollar equivalent at the applicable exchange rate on September 15, 2008 as set forth by the Federal Reserve Bank of New York.

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b.Postpetition Container Manufacture and Storage Business Sales

Australian Containers Business.  The Australian Containers Business was operated by GE SeaCo and leased certain containers owned by GE SeaCo and three Non-Debtor Subsidiaries of SCL for use in Australia and Australian territorial waters.  Prior to the Petition Date, SCL determined that the Australian Containers Business was unprofitable and should be divested.  On November 2, 2007, following on the Debtors’ motion, the Bankruptcy Court entered an order authorizing SCL to effectuate certain actions in connection with the sale of the business (Docket No. 1150).  As a result of this sale, after payment of certain intercompany balances and third party creditors, the Non-Debtor Subsidiaries received $5.38 million of the sale proceeds, which were upstreamed to SCL.  As of the filing of this Disclosure Statement, Sea Containers Australia Limited (“SC Australia”) has repatriated approximately $8.1 million to SCL in connection with the sale of the Australian Container Business and other Australian asset disposals.  Additionally, a further $2 million is expected to be repatriated to SCL by SC Australia by September 30, 2008.

Cooltainer.  Cooltainer New Zealand Limited and Cooltainer Australia Pty Limited (collectively, “Cooltainer”) provides freight forwarding services between and around Australia and New Zealand.  On July 13, 2007, SC Australia sold its 100% equity interests in Cooltainer to the incumbent management team for net proceeds of A$2.4 million ($1.9 million).

Melbourne Container Park.  Melbourne Container Park, a subsidiary of SC Australia, was a container storage, cleaning, and repair business based in Australia.  On July 16, 2007, the business and assets of Melbourne Container Park were sold to a local third party for net proceeds of A$820,000 ($663,000).  In July 2008, upon expiration of the warranties provided in the sale and purchase agreement, the sale proceeds will be repatriated to SCL.

Hyde Park Tank.  Hyde Park Tank, a subsidiary of SC Australia, was a tank storage, cleaning and repair business based in Australia, which provides services to tank shipping and leasing businesses operating in the region including GE SeaCo.  On October 12, 2007, the assets of Hyde Park Tank were sold to a local third party for net proceeds of A$910,000 ($735,000).  The net proceeds will flow to SCL upon resolution of an employee accident claim investigation.

IRS NZ/Aus.  International Reefer Services Pty Limited and Independent Reefer Services Limited are both indirect subsidiaries of SC Australia and each operates a repair business for refrigerated shipping containers in Australia and New Zealand, respectively.  SCL and SC Australia retained 333 Capital to market the businesses.  As a part of the marketing process, 333 Capital provided information regarding the businesses to interested parties.  On May 1, 2008, the Australia business was sold for net proceeds of A$815,000 ($660,000) and the New Zealand business was sold for net proceeds of NZ$1.6 million ($1.1 million).

Seaco Parts International Inc.  Seaco Parts International Inc., a direct subsidiary of SC America, is a reefer spare parts business trading primarily with U.S. and Central American customers.  In May 2008, the business was marketed and sold in a share sale to a local third party for $500,000 (including $250,000 of Cash).

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c.Postpetition Rail Business Sales

GNER.  As discussed in ARTICLE II.A.4., effective December 9, 2007, GNER no longer provided rail services due to the termination of its operating franchise and management contract.  Following the termination of its operations, GNER received certain incentive payments based upon cost and revenue performance.  GNER received approximately £20 million ($35.8 million) of performance-related fees and £4 million ($7.2 million) in respect of the net fixed asset value of GNER.  These amounts are stated before the deduction of taxes and other reserves.

Sea Containers Railway Services. As discussed in ARTICLE II.A.4., Sea Containers Railway Services Limited maintained certain ancillary rail assets.  The Company sold these assets for £4.1 million ($7.3 million) in cash (before tax).  It is anticipated that the second car park, which is the last remaining unliquidated asset of Sea Containers Railway Services Limited, will be sold by September 30, 2008.

d.Postpetition Leisure, Property, and Publishing Interest Sales

F&S/ILNS.  Fairways & Swinford (Travel) Limited (“F&S”) (n/k/a 0438490 Travel Limited), which operated a travel agency, the Illustrated London News and Sketch Ltd. (n/k/a 1882420 Limited) (“ILNS”), and the Illustrated London News Group (a division of Ferry & Port Holdings Limited) which operated The Illustrated London News, a contract publishing business, are indirect subsidiaries of SCL.  The assets of F&S were sold to a trade purchaser on August 31, 2007 for approximately $600,000.  On December 21, 2007, ILNS and Ferry & Port Holdings Limited sold The Illustrated London News to the business’s management for approximately £125,000 ($223,500) with deferred consideration of £125,000 ($223,500) to be paid in December 2008.

As a condition to the closings, the purchasers of the travel agency and the magazine required clean title to certain computer equipment used by F&S and the Illustrated London News Group.  Title to the computer equipment previously was assigned to The Bank of Scotland (“BoS”) under a financing agreement.  The Debtors requested and were denied an assignment from BoS of the computer equipment involved in the sales.  BoS Filed a Proof of Claim asserting a Secured Claim against SCSL for the aggregate amount of £830,996.83 (approximately $1.55 million as of the Petition Date) (the “BoS Claim”).  To this end, BoS and the Debtors entered into a global settlement which assigned the computer equipment back to SCSL, SCSL paid £60,000 (approximately $107,000) as a settlement of the secured portion of the BoS Claim, and provided BoS with an Unsecured Claim against SCSL for the remaining amount.  The Bankruptcy Court approved the settlement on September 26, 2007 (Docket No. 1048).

Sea Containers Texas Properties.  Between November 2006 and April 2007, SeaCo Texas Properties Inc., a wholly-owned subsidiary of SC America, sold plots of undeveloped land it owned in Houston, Texas for total net proceeds of approximately $1.3 million.  The net proceeds were distributed to SC America.

Brasiluvas.  Brasiluvas Agricola Ltda., an indirect subsidiary of SCL operates a grape farm in Brazil.  In 2006, the Company asked a local investment bank to market the business but its efforts were unsuccessful.  The intermediate parent company, Sea Containers Brasil Ltda.,

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retained a farm broker to market the business and its properties.  In June 2008, Brasiluvas’ assets were sold to a trade purchaser for approximately 5.5 million Brazilian Reais ($3.05 million).

e.Non-Debtor Subsidiary Liquidations

SC Asia.  On May 8, 2007, after selling the only significant asset of SC Asia, a leasehold property for $2.8 million, the Company commenced voluntary solvent, liquidation proceedings under Singapore law to enable SC Asia to upstream excess Cash to SCL.  On July 16, 2007, the Company sought and received Bankruptcy Court approval to take necessary steps to voluntarily liquidate SC Asia and resolve SC Asia’s Intercompany Claims (Docket No. 828).  On account of SC Asia’s intercompany payables, SCSL received approximately $1.1 million and SCL received approximately $600,000.  SC Asia also assigned approximately $400,000 in intercompany receivables to SCL.  The Company then commenced voluntary liquidation proceedings under Singapore law and appointed a liquidator.  The Debtors estimate that after the liquidation of SC Asia’s remaining, non-material assets, and the payment of intercompany balances and third-party creditors, SCL will receive an additional $1.2 million from SC Asia.

Sea Containers Germany Gmbh and Sea Containers Mobilbox Gmbh.  Sea Containers Germany Gmbh previously owned container assets, the last of which were sold in December 2006.  Sea Containers Mobilbox was the operating company for Sea Containers Germany Gmbh.  At a September 14, 2007 board meeting, the directors of Sea Containers Germany Gmbh resolved to solvently wind up the registered legal entity.  Joint liquidators were appointed, and the Debtors expect $600,000 before tax (net of liquidation costs) to be repatriated to SCL following completion of the liquidation proceedings in September 2008.  The shares of Sea Containers Mobilbox Gmbh were sold to a third party for $100,000 on July 11, 2008.

f.Continued Marketing Efforts With Respect to the Non-Container-Leasing Businesses

Superseacat 2.  Viking (formerly Superseacat 2) is a fast ferry currently on charter to Isle of Man Steam Packet Co (“IoMSPC”), a former affiliate of SCL. The vessel is the subject of a finance lease from Nordea which had terminated on June 30, 2007.  An agreement has been reached with Nordea to extend the lease whereby Nordea will continue to lease the vessel to Superseacat 2 Ltd., which will in turn continue to charter the vessel to IoMSPC until such time as a purchaser for the vessel is found.  Nordea will market the vessel and Superseacat 2 Ltd will receive 100% of the proceeds below $8.0 million and 60% of the proceeds in excess of $8.0 million, after payment of the lease debt (currently $7.7 million) and transaction costs.

IoMSPC is owed approximately $1.5 million, which is payable in six further annual installments, from Sea Containers Ports and Ferries Ltd in respect of the Merchant Navy Officers Pension Fund pension liability that arose during the period when SCL owned IoMSPC.  If this liability is not otherwise satisfied, IoMSPC has the right to deduct approximately $500,000 from the charter payments it owes to Superseacat 2 Ltd over the remaining period of its charter with Superseacat 2 Ltd. As part of the Viking sale, SCL intends to negotiate a settlement with IoMSPC regarding the remaining Merchant Navy Officers Pension Fund liability.

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Charleston Marine Containers, Inc.  This subsidiary of SCL manufactures containers from a factory site in Charleston, South Carolina and continues to operate profitably.  The company is marketing the business and several parties have expressed interest in the business.  The sale is anticipated to be completed by October 31, 2008.

Yorkshire Marine Containers Limited.  This indirect subsidiary of SCL manufactures containers from a factory in Yorkshire, in northern England, and continues to operate profitably.  The Company has recently executed an exclusivity agreement with a preferred bidder with a view to completing the sale of the business and operations in September 2008.

Corinth Canal.  Periandros S.A. (“Periandros”) is a wholly owned subsidiary of SCSL.  Periandros has a concession agreement with the Greek government to operate the Corinth Canal for a 30-year period and make certain capital investments to develop the canal.  Periandros’ capital obligations are secured by two bonds from The Commercial Bank of Greece totaling €3.3 million ($4.7 million) as well as a guarantee from SCL.

The concession agreement only allows for the disposal of 40% of Periandros’ interest in the concession without consent of the Greek Government.  SCSL has retained PricewaterhouseCoopers in Athens to market Periandros and its interest in the concession agreement.  SCSL has received several expressions of interest and has begun discussions with certain interested parties.  Additionally, the Debtors are engaged in discussions with the Greek Government regarding the disposal restrictions in the concession agreement to facilitate a sale of all of 100% of Periandos interest in the concession.

Ivory Coast.  The Ivory Coast banana plantation is operated by Societe Bananiere de Motobe, a joint venture company, 70% of which is owned by SCL.  The other 30% is owned by two third parties, one of which is the managing agent of the plantation.  The other shareholders have the right of first and last refusal to acquire SCL’s shares in the event of disposal.  Vollman Brothers has been retained to market the business, which is anticipated to be sold by October 31, 2008.

Paulista/Santos.  These two marine container repair and storage depots are based in Santos, Brazil.  Paulista Containers Maritimos Ltda. (“Paulista”) is a direct subsidiary of SCL and Santos Tank Containers Ltda. (“Santos”) is an indirect subsidiary of SCL.  In December 2007 SCL concluded that it was not in the interest of the Debtors’ estates to continue funding Paulista’s operating losses. As a result, Paulista has appointed Brazilian operational restructuring advisors, Galeazzi & Associados (“Galeazzi”) to close the depot storage business and assist Paulista in filing for Judicial Restructuring, the Brazilian equivalent of Chapter 11.  The filing of the Judicial Restructuring was approved by the court on February 15, 2008.  Paulista filed its plan of reorganization on April 30, 2008.  In June 2008, Paulista sold its depots and certain other assets for approximately $14 million.  The sale is anticipated to close in connection with Paulista’s exit from Judicial Restructuring proceedings in October 2008.  Santos has not filed for a Brazilian restructuring procedure and is anticipated to be sold or solvently closed down by December 31, 2008.

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G.Settlement of Intercompany Claims and the Non-Debtor Subsidiary Reserve

Historically, in the normal operations of their businesses, the Company engaged in intercompany transactions involving transfers of Cash and other property to, among other things, fund the Debtors’ and the Non-Debtor Subsidiaries’ operations.  Because of such transactions, significant intercompany payables and receivables have built up among the legal entities in the Company.  The Debtors’ books and records reflect $1.130 billion and $82.4 million in aggregate Intercompany Claims against SCL and SCSL, respectively, as of October 15, 2006.  However, when taking into aggregate account receivables owed to SCL and SCSL, SCL maintains a net aggregate intercompany receivable of $560.8 million and SCSL maintains a net aggregate intercompany receivable of $29.7 million, each as of October 15, 2006, the Petition Date.

In addition, as indicated, the Non-Debtor Subsidiaries have direct and indirect Intercompany Claims against other legal entities in the Company, including SCL and SCSL.  In many cases, these Intercompany Claims may constitute a significant asset of the Non-Debtor Subsidiary.  To the extent of any shortfall in other assets, directors of the Non-Debtor Subsidiaries, mindful of their fiduciary duties to stakeholders, will consider an Intercompany Claim as a source for recovery by third-party creditors.  Actions by the Debtors to compromise or eliminate these Intercompany Claims could cause directors of Non-Debtors Subsidiaries or third-party creditors to institute collection actions or insolvency proceedings in foreign jurisdictions that could detrimentally impact the Estates.  Such actions could cause cross-jurisdictional disputes that would greatly complicate administration of these Chapter 11 Cases, delay or prevent emergence, substantially increase the costs of the Debtors’ reorganization, and jeopardize the recovery by the Debtors’ Creditors.  This risk is magnified by the Company’s complex corporate structure.

To implement an orderly wind-down of the Company and to avoid competing proceedings in multiple non-U.S. jurisdictions, the Debtors’ Plan does not compromise or discharge Intercompany Claims, allowing them to pass through the Plan unaffected.  In effect, the Plan retains the currently existing intercompany payables and receivables among the legal entities in the Company (including for the Debtors).  Thereafter, the Non-Debtor Subsidiaries will settle their debts to third-party creditors, wind-down operations, and dissolve.  In connection with these actions, to the extent necessary, the Non-Debtor Subsidiary Reserve, which will be transferred by the Plan Administrator to the Non-Debtor Subsidiary Trustees, will be available to help satisfy certain claims of the Non-Debtor Subsidiaries.  Moreover, with respect to certain Non-Debtor Subsidiaries, an advertisement of the Plan and the Non-Debtor Subsidiary Trust will be made that will inform unknown creditors of such Non-Debtors Subsidiaries that they must submit their claims against the relevant Non-Debtor Subsidiary before late October 2008 in order that such claims can be considered for distribution.  This advertisement may lead to additional claims against the Non-Debtor Subsidiaries.

The total value of Cash and Newco Equity that will be set aside in the Non-Debtor Subsidiary Reserve will not be final until the Effective Date.  The amount of Cash and Newco Equity placed in the Non-Debtor Subsidiary Reserve depends partly upon the timing of, and amount of proceeds received from, the sale of certain Non-Debtor Subsidiaries, which currently are ongoing, and also on the existence of currently unknown third-party creditors that may be identified to the Debtors and notified as part of the subsidiary liquidation and cash repatriation

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program prior to the Effective Date.  As of the date of this Disclosure Statement, the Debtors currently estimate that the Non-Debtor Subsidiary Reserve will be comprised of value consisting of up to approximately $6 million of Cash and shares of Newco Equity with an aggregate value of approximately $3 million.

The value in the Non-Debtor Subsidiary Reserve reflects projected payments to creditors of the Non-Debtor Subsidiaries at a dividend rate to reflect what such creditors would have received in a simultaneous liquidation of all group companies as set forth under the certain financial model prepared by the Debtors as of March 31, 2008, and modified as appropriate, with the assistance of their advisors (the “Entity Priority Model”).  The Entity Priority Model 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.  Further, the Entity Priority Model, and the data and assumptions contained therein, have been shared with the Creditors’ Committees, the Plan Administrator, the JPLs, and directors of the Non-Debtor Subsidiaries, and the advisors for the foregoing parties.

The Debtors’ assessment that the Non-Debtor Subsidiary Trust is adequately funded from the Non-Debtor Subsidiary Reserve derives in part from the Entity Priority Model.  The Entity Priority Model allowed the Debtors to understand potential recoveries to third party creditors of the Non-Debtor Subsidiaries, assuming a simultaneous liquidation of the SCL group.  After careful analysis of potential Non-Debtor Subsidiary third-party creditor claims under the Entity Priority Model, the Debtors believe that the Non-Debtor Subsidiary Trustees will have sufficient assets to satisfy the claims of known Non-Debtor Subsidiary third-party creditors as if the Non-Debtor Subsidiary had been placed into liquidation.  Once all third-party creditors have been dealt with by the Non-Debtor Subsidiaries, the Intercompany Claims will be resolved as part of the liquidation of SCL, SCSL and the Non-Debtor Subsidiaries.

The Debtors’ assessment that the proposed treatment of Intercompany Claims and the Non-Debtor Subsidiary Reserve is reasonable is further buttressed by the close consultation with the directors of the Non-Debtor Subsidiaries, who have been separately represented by legal counsel.  The Debtors’ management and advisors have held several meetings with the Non-Debtor Subsidiary directors throughout these Chapter 11 Cases.  These directors and their advisors have reviewed the Debtors’ restructuring plans, including the treatment of Intercompany Claims, the Non-Debtor Subsidiary Reserve, the Non-Debtor Subsidiary Trust, the Equalization Claim Reserve, and the reserve for Equalization-Related Employee Claims.  The Debtors also have shared the Entity Priority Model as it has been developed and the directors have indicated their assent to the treatment of Creditors of Non-Debtors Subsidiaries under the Non-Debtor Subsidiary Trust and the use of the Entity Priority Model to estimate recoveries and stipulate percentages.

Payments to third-party creditors of the Non-Debtor Subsidiaries made from the Non-Debtor Subsidiary Trust are not distributions to Creditors whose Claims are classified under the Plan.  Rather, payments from the Non-Debtor Subsidiary Trust approximate what creditors of the Non-Debtor Subsidiaries would have received in a simultaneous liquidation of the entire group, as calculated according to the Entity Priority Model.  This method of satisfying third-party

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claims is an alternative to having the third-party creditors pursue collection actions or insolvency proceedings against the Non-Debtor Subsidiaries, and allows Intercompany Claims to flow through the Plan.  Given the complicated corporate structure and numerous intercompany transactions within the Sea Containers group, unplanned foreclosure or bankruptcy of one subsidiary could drag other group members into liquidation proceedings, whether voluntary or involuntary.  The Debtors’ believe that potential cascading effect would substantially increase the administrative costs for the estates, destroy value for Creditors, and impair the Debtors’ ability to emerge from these Chapter 11 Cases in the near term.

The directors of the Non-Debtor Subsidiaries understand that the Plan will not compromise Intercompany Claims, and that the Plan will not provide for any form of dividend to be paid to Non-Debtor Subsidiaries from SCL in relation to Intercompany Claims.  These directors have indicated that they support, and have no objection, to the Plan and the restructuring transactions contemplated in the Plan.  Further, it is expected that all of the Non-Debtor Subsidiaries will soon enter into a No Objection Letter with the Debtors, the form of which is attached to this Disclosure Statement as Appendix F.  Pursuant to the No Objection Letter, the Non-Debtor Subsidiaries indicate that they will not pursue any claim or action against the Debtors arising out of, or in connection with, the Plan, for a period of twenty-four months, during which time the Debtors plan to resolve the Intercompany Claims and complete the group liquidation.  The Non-Debtor Subsidiaries also agree not to pursue any claim or action arising out of, or in connection with, the Plan against Newco.  The Debtors believe that satisfaction of certain claims against the Non-Debtor Subsidiaries as described in this Disclosure Statement is reasonable in light of the Non-Debtor Subsidiaries’ directors’ willingness not to enforce Intercompany Claims.

Lastly, the Debtors have worked closely with the JPLs, who are anticipated to serve as liquidators of many of the Non-Debtor Subsidiaries and the Reorganized Debtors.  The JPLs, pursuant to the order appointing them, have reviewed the Plan, including reviewing the Entity Priority Model.  As a result of that review, the JPLs intend to undertake the appointment as Plan Administrator, Equalization Escrow Agent (subject to the approval of the Pension Schemes to the extent such approval is necessary under the terms of the Equalization Escrow Agreement), and the Non-Debtor Subsidiary Trustees, and will use all reasonable endeavors to give effect to the provisions of the Bermuda Scheme of Arrangement, and, in doing so, implement the provisions of the Plan through the Bermuda Scheme of Arrangement.

In sum, in setting aside sufficient reserves and establishing trust mechanisms under the Plan, in light of the close consultation with the Non-Debtor Subsidiary directors and the Plan Administrator, and upon Confirmation of the Plan and approval of the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement, the Debtors have gained sufficient comfort in the method of dealing with Intercompany Claims, in the context of the overall restructuring.

H.Other Events During the Chapter 11 Cases

Following the filing of the Debtors’ chapter 11 petitions and the initial stabilization of their operations, the Debtors focused on pursuing a number of restructuring initiatives to prepare for their successful emergence from chapter 11.  Several of these initiatives are described in further detail below.

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1.Commencement of the Bermuda Proceedings

Because SCL is incorporated in Bermuda, the Debtors sought to ensure that parties could not interfere with the Debtors restructuring under chapter 11 by taking actions against SCL in Bermuda.  Accordingly, on October 16, 2006, one day after the Debtors Filed their chapter 11 petitions, SCL filed a petition with the Bermuda Court for its winding up and an appointment of the JPLs with limited powers in a parallel proceeding in the Bermuda Court.  The appointment of the JPLs provides SCL with the additional protection of a statutory moratorium that ensures that no creditor or other party with standing can take action against SCL or its assets in Bermuda (unless they obtain leave of the Bermudian Court).  The JPLs are charged with monitoring SCL and reporting to the Bermuda Court regarding SCL’s activities, including progress in these Chapter 11 Cases.

2.Services Claim

SCSL’s Services Claim is an Intercompany Claim it maintains against SCL on account of the 1989 Services Agreement.  As described above, under the 1989 Services Agreement, SCL, in general, would be liable to SCSL for the cost of services provided by SCSL to any Non-Debtor Subsidiary or SCC that was not funded by SCL or paid for by such Non-Debtor Subsidiary or SCC.  A significant portion of the Services Claim arises on account of the § 75 Debt and the expected shortfall on recovery of claims against other group companies.  In discussions regarding the Pension Scheme Claims, the Services Claim and the extent that SCL could set off against that claim were discussed and analyzed extensively among the Debtors, the Pension Schemes Trustees, and the Creditors’ Committees, and the Debtors took extensive legal advice in connection with, among other things, the scope and validity of the 1989 Services Agreement.  As described above, the Pension Schemes Trustees have agreed to accept direct claims against SCL with respect to the Pension Scheme Claims.  Therefore, the Pension Schemes Settlement Agreement substantially reduces SCSL’s Services Claim.  However, as part of the pension settlement, the parties are obligated to ensure that non-Pension Scheme-related Creditors of SCSL do not receive a windfall recovery from the Pension Schemes agreeing to relinquish their Claims against SCSL.

To calculate the appropriate distribution to non-Pension Scheme-related SCSL Creditors and to comply with the terms of the Pension Schemes Settlement Agreement, the Debtors employed the Entity Priority Model to model the recoveries that would have been received by Holders of SCSL Other Unsecured Claims absent the Pension Schemes Settlement Agreement, making certain assumptions around the validity of the 1989 Services Agreement and certain costs.  The Debtors believe that the assumptions embedded in the Entity Priority Model adequately ensure that non-Pension Scheme-related Creditors of SCSL do not receive a windfall recovery.

3.Automatic Stay

The filing of the bankruptcy petition on the Petition Date triggered the immediate imposition of the automatic stay under Bankruptcy Code § 362, which, with limited exceptions, enjoined the commencement or continuation of all collection efforts and actions by creditors and claimants, the enforcement of Liens against property of the Debtors, and continuation of

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litigation against the Debtors.  The automatic stay remains in effect until the Debtors’ emergence from chapter 11.

a.Securities Class Action

As described in ARTICLE. III.A., in April 2006, certain shareholders and noteholders filed U.S. securities class-action lawsuits in the United States District Court for the Southern District of New York against SCL and four individual defendants.  The initial complaints were subsequently amended to include only three individual defendants, and the lawsuits were consolidated into one action in October 2006.  Pursuant to the automatic stay, the class-action lawsuits were stayed against SCL on the Petition Date.

On March 12, 2007, AIG Europe (U.K.) Ltd., as general agents of New Hampshire Insurance Company, the issuer of the Company’s director and officer liability insurance, Filed a motion for relief from the automatic stay to permit New Hampshire to reimburse any defense costs incurred by the individual defendants in connection with the class-action lawsuit.  On April 5, 2007, the Bankruptcy Court granted the motion (Docket No. 498).

In December 2006, the individual defendants filed a joint motion to dismiss the consolidated complaint in the class-action lawsuits because the consolidated complaint failed to state the alleged securities law claims properly. The motion was granted by the court on September 25, 2007.  On November 14, 2007, the shareholders and noteholders filed a second consolidated complaint against the individual defendants.  The shareholders and noteholders did not file any amended complaint against SCL.  On December 21, 2007, the individual defendants filed another motion to dismiss the second consolidated compliant.  On May 15, 2008, the court granted the motion with prejudice.  On June 10, 2008, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit.

The Debtors believe that SCL does not maintain liability with respect to the allegations raised by the securities class-action plaintiffs.  On August 25, 2008, the Debtors filed an objection to disallow the Claims Filed by the securities class-action plaintiffs in these Chapter 11 Cases (Docket No. 2087).  The objection is scheduled for hearing before the Bankruptcy Court on October 2, 2008.

4.Employee Matters and Non-Insider Retention Plan

a.Statutory Notice and Redundancy Payments

As of the Petition Date, the Debtors had approximately 95 employees, most of whom were employed by SCSL.  SCSL employees provide various managerial, technical, accounting, and administrative services to the Company.  As part of their restructuring, and as the Debtors continued to sell Non-Container-Leasing Businesses and consolidate their operations, the Debtors have reduced their workforce.  Employees dismissed by the Debtors are entitled to certain statutorily mandated payments under the Employment Rights Act 1996 (England) (the “ERA”).

The ERA sets forth the minimum notice period employers must give employees upon dismissal and/or termination of an employment contract.  An employee can waive notice or

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accept payment in lieu of the notice.  Upon termination of an employee’s employment contract, the Debtors are obligated under the ERA to pay the employee either by having the employee work the minimum notice period or making a payment in lieu of the notice.

In addition to these statutory notice payments, the ERA mandates that employers make payments to any employee dismissed by the Debtors by reason of redundancy, provided that the employee had been employed with the Debtors for two years as of the date of dismissal.  Under the ERA, an employee is dismissed for redundancy if the dismissal is attributable to the employer ceasing to carry on the business for which the employee worked or the employer’s need for that employee’s services ceased or diminished.  As a result, the Debtors’ reduction of their workforce as part of their restructuring has required redundancy payments to certain employees.  On January 22, 2007, the Debtors obtained final Bankruptcy Court approval to make the required statutory notice and redundancy payments (Docket No. 286).  The total amount of these payments was approximately $2.1 million.

b.Non-Insider Retention Plan

To retain certain critical, non-insider employees the Debtors believed necessary to the restructuring, the Debtors developed and sought authority to implement a non-insider retention plan (the “Retention Plan”).

The Debtors initially proposed to include twelve employees in the Retention Plan.  Because of an objection by the U.S. Trustee to two employees as potentially being “insiders” under the Bankruptcy Code, the Debtors reduced the participants in the Retention Plan to ten employees.  On May 8, 2007, the Bankruptcy Court authorized the Debtors to implement the Retention Plan and to make all payments contemplated by the Retention Plan (Docket No. 590).

Under the Retention Plan, as approved, the Debtors have agreed to make cash payments in three installments to the ten employees.  The first payment, representing thirty percent of the total potential retention payments was paid in October 2007.  An additional thirty percent was paid January 15, 2008, and the final forty percent was paid in April 2008.  The total cost of these payments was £455,000 or $891,800 (plus approximately £60,000 in social security costs associated with the payments).

After April 15, 2008, in light of expiration of the existing retention plan, and to ensure the continued retention of certain necessary employees, the Debtors determined to amend the Retention Plan and provide additional payments to seven participants of the Retention Plan.  Under the amended Retention Plan, the Debtors agreed to make payments in two installments in July and October 2008.  The total payments under the amended Retention Plan will not exceed £184,000, and the Debtors retain the discretion to decrease payments if any of the participants do not meet objective criteria.  On May 13, 2008, the Bankruptcy Court approved of the amended Retention Plan (Docket No. 1753).

5.Section 365(d)(4) Deadline and Sea Containers House Settlement

As of the Petition Date, SCSL was party to three Unexpired Leases of nonresidential real property - two relating to the Company’s administrative office in London and one relating to certain archive storage facilities.  By order dated January 12, 2007, the Bankruptcy Court

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extended the time within which the Debtors must assume or reject unexpired leases of nonresidential real property pursuant to Bankruptcy Code § 365(d)(4), through and including May 13, 2007 (Docket No. 262).  Under amended § 365(d)(4), however, the Debtors could not obtain further extensions of the § 365(d)(4) deadline absent landlord consent.

Sea Containers House Settlement.  The Company maintains its administrative office at 20 Upper Ground, London, SE1, U.K. (the “Administrative Office”).  Through two lease agreements (together, the “Administrative Office Leases”), SCSL leased the Administrative Office from Archlane Limited, with a guarantee from SCL.  The Administrative Office Leases were scheduled to expire on December 24, 2011.  However, faced with the May 13, 2007 365(d)(4) deadline which could not be extended without consent from Archlane Limited, the Debtors recognized that they must either: (a) assume the Administrative Office Leases; (b) assume and sublease the Administrative Office Leases; or (c) enter into a settlement and termination agreement with the Administrative Office Landlord.

The Debtors carefully analyzed each of these three options.  Assumption of the Administrative Office Leases was not feasible because the Debtors were in the process of drastically downsizing their operations as part of their restructuring.  The Administrative Office Leases would have burdened the Estates with the approximate 4.5 years remaining at the time under the leases.  Assumption and rejection of the Administrative Office Leases could have exposed the Debtors’ estates to future administrative claims for two years of monetary obligations under the leases, in addition to unsecured claims against SCSL (and possibly SCL on account of its guarantee) under Bankruptcy Code §§ 502(b)(6) and 503(b)(7).  Similarly, assigning or subleasing the Administrative Office Leases was not an attractive option because, among other reasons, a sublease required the prior consent of Archlane Limited, and the leases imposed other restrictions, limitations and responsibilities on SCSL in connection with subletting the Administrative Office.  In addition, the Debtors likely would have had to make significant up-front expenditures to refurbish the Administrative Office prior to their sublease or assignment in order to make the space attractive to new tenants.  Finally, given the London market and the many restrictions under the leases, there could be no guarantee that the Debtors’ income from subletting the Administrative Office would even approach the amount of the Debtors’ monthly obligations to Archlane Limited.

Accordingly, the Debtors determined that entering into a settlement and termination agreement with Archlane Limited was the best option for the Debtors’ Estates.  After intensive negotiations, the Debtors and Archlane Limited reached a settlement in principle, subject to final approval and documentation by the parties.  The settlement provided that Archlane Limited would surrender the current Administrative Office Leases and release the Debtors from all Claims thereunder as consideration for a payment of approximately $14,000,000, and the Debtors would enter into new shorter-term leases with Archlane Limited that would allow the Debtors to remain in certain portions of the Administrative Office for a shorter period.  To provide the Debtors and Archlane Limited with sufficient time to finalize the settlement, on May 8, 2007, the Debtors, with the consent of Archlane Limited, sought and received an extension of the § 365(d)(4) deadline to May 18, 2007.  The Bankruptcy Court approved the settlement on May 18, 2007 (Docket No. 655).

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Arches Lease.  The Debtors also maintain certain storage facilities identified as Arches 1-12, 15 and 16 beneath Southwark Bridge, Southern Approach, Park Street, London SE1 (the “Storage Facilities”).  The Debtors pay annual rent of $150,000 for the Storage Facilities pursuant to a lease (the “Arches Lease”) between SCSL and the Mayor and Communality and Citizens of the City of London as Trustee of the Bridges House Estate.  The Arches Lease does not expire until December 25, 2011, but was subject to the May 13, 2007 365(d)(4) deadline.  The Storage Facilities are used by the Debtors for archival storage of company records, and over 5,000 boxes are stored at the facilities.

After an analysis of the relative benefits and burdens of assumption or rejection of the Arches Lease, the Debtors determined, in an exercise of their sound business judgment, that little, if any, cost saving opportunities would be gained by rejection of the Arches Lease.  The Debtors estimated that removal of their records from the Storage Facilities and relocation to alternative premises for storage would cost over $200,000.  This significant cost related to relocation, the Debtors concluded, mitigated any benefits of rejecting the Arches Lease.  Accordingly, following on the Debtors’ motion, the Bankruptcy Court entered an order on May 8, 2007, approving the Debtors’ request to assume the Arches Lease.  (Docket No. 591)

6.Securitization and DIP Financing

a.Securitization Dispute

On March 20, 2007, the Noteholders under the Securitization Facility notified SCL of an alleged default under the Amended Indenture.  The Debtors disputed that any such default had occurred.  The purported basis for the default was a breach of certain representations, warranties, and covenants under the Amended Indenture in connection with taxes that may be owed to foreign taxing bodies.

Because of the alleged default, the Noteholders accelerated the obligations under the Securitization Facility and threatened to foreclose their liens on Sea Containers SPC Ltd.’s assets.  The Debtors believed that such a foreclosure would have harmed the Debtors’ estates for several reasons.  First, the Debtors believed that Sea Containers SPC Ltd.’s had enterprise value above its level of indebtedness.  The Debtors feared that this equity value, which otherwise would be available to the Debtors’ estates, would be reduced, or even destroyed, by the “fire sale” conditions of a foreclosure.  Second, and perhaps more importantly, the business and operational ramifications of a foreclosure, which would have been very complex, could have adversely affected SCL’s equity interest in GE SeaCo, one of the Debtors’ most valuable assets.  Finally, a foreclosure could have led to additional claims being asserted against SCL’s estate (including, among other things, that a foreclosure on the stock of SPC and the resulting loss of control over that entity could have exposed SCL to litigation or contract-based claims by SPC).

For these reasons, the Debtors pursued a dual-track strategy, attempting to negotiate a forbearance agreement with the Noteholders while at the same time seeking replacement financing to enable a repayment of indebtedness at SPC (that would also provide working capital for the Debtors to ensure adequate liquidity during these Chapter 11 Cases).

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b.Motion for Authority to Enter Into a Commitment Letter

As described more fully in the Debtors’ Motion for Authority to Enter Into a Commitment Letter for a DIP Facility, Pay Certain Expenses and Incur Certain Indemnification Obligations (the “Commitment Letter Motion”) (Docket No. 561) and Debtors’ Motion for Authority to Obtain Postpetition Financing for Working Capital and to Capitalize Certain Subsidiaries (the “DIP Facility Motion”) (Docket No. 711), the Debtors concluded that the DIP Facility represented the most advantageous financing option available to the Debtors.  As a first step to obtaining the necessary financing, the Debtors Filed the Commitment Letter Motion seeking authority to enter into a commitment letter and term sheet (collectively, the “Commitment Letter”) that set forth the terms of the DIP Facility, as well as to pay certain out-of-pocket costs and expenses and indemnify the DIP Lenders in connection with the DIP Facility.

The relief requested in the Commitment Letter Motion was necessary because the DIP Lenders required reimbursement of their costs and expenses as a condition to negotiating and consummating the DIP Facility.  The DIP Lenders were incurring substantial expenses in connection with negotiating the Commitment Letter, including the fees and expenses of legal counsel, and these expenses would continue through consummation of the DIP Facility.  As a result of these expenses, absent the relief requested in the motion, the DIP Lenders were not willing to negotiate and document the DIP Facility.

The Bankruptcy Court granted the Commitment Letter Motion on May 8, 2007.  Thereafter, the Debtors entered into the Commitment Letter and began negotiating the DIP Facility.

c.Motion to Obtain DIP Financing

In light of the Noteholders’ indication that they likely would commence proceedings on June 30, 2007 that would culminate in the foreclosure sale of the stock or assets of Sea Containers SPC Ltd., all parties worked in earnest to negotiate the definitive terms of the DIP Facility.  On June 8, 2007, to obtain court approval for the DIP financing that would ultimately repay the Securitization Facility by June 30, 2007, the Debtors Filed a motion to enter into the DIP Facility, even though the parties had not yet finalized the terms of the credit agreement (Docket No. 711).  On June 15, 2007, the Debtors Filed the credit agreement (Docket No. 731).

GE Capital, GE SeaCo, and the U.S. Trustee all objected to the motion.  GE Capital and GE SeaCo questioned the Debtors’ business judgment in entering into the term loan, asserting, among other things, that the Debtors had no equity in Sea Containers SPC Ltd. to protect.  The U.S. Trustee also challenged the Debtors’ business judgment based on a lack of a sufficient factual record, among other arguments.  On July 3, 2007, after an intensive two-day court proceeding that included expert and other testimony, the Bankruptcy Court overruled the objections and authorized SCL’s entry into the DIP facility (Docket No. 788).  Subsequently, on July 24, 2007, SCL and SPC Holdings Ltd. closed on the DIP facility, which consists of a term loan of up to $145 million and a revolving credit facility of up to $25 million.

SCL used the proceeds of the term loan to make a capital contribution to SPC Holdings, a Non-Debtor Subsidiary in which SCL holds the entire economic interest.  In turn, SPC Holdings

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Ltd. made a capital contribution to Sea Containers SPC Ltd.  Sea Containers SPC Ltd. then used the proceeds of the capital contribution, together with other funds available to it, to repay the Securitization Facility and prevent foreclosure by the Noteholders.

The revolving credit facility is available to SCL during the term of the DIP Facility.  Amounts under the revolver may be borrowed from time to time, paid and then re-borrowed.  The Debtors have not used funds from the revolving credit facility, but will do so as needed, to pay for operating and administrative expenses and other general corporate expenses in the ordinary course of business during these Chapter 11 Cases.

7.Exit Financing

In connection with the Plan, as is common in chapter 11 cases of the Debtors’ size and complexity, a critical component will be the Exit Facility, which is required to repay the DIP Facility, fund certain payments contemplated under the Plan, and provide working capital for Newco.  The Debtors contacted multiple prospective lenders who were familiar with the container leasing market, including a number who were already knowledgeable about the Debtors’ container interests and leasing activities.  On October 23, 2007, to induce potential exit lenders to commit the significant time and resources required to negotiate and execute a term sheet and commitment letter, the Debtors sought authorization from the Bankruptcy Court to use estate funds to pay the reasonable and actual due diligence fees and expenses incurred by potential exit financing lenders in developing, negotiating, and documenting an Exit Financing commitment.  On November 20, 2007, the Bankruptcy Court entered an order under which the Debtors may reimburse the lenders for such fees and expenses up to $1.5 million in aggregate with no lender entitled to more than $500,000 in expense reimbursement (Docket No. 1206).

In an effort to obtain the most attractive exit financing, the Debtors approached ten potential exit lenders, including their existing bondholders.  The Debtors received three preliminary, non-binding letters of intent from the ten parties which the Debtors originally approached.  After consulting with its advisors and representatives of the Debtors’ creditors’ committees, the Debtors selected an exit lender with significant experience financing container leasing companies as the preferred lender.  The Debtors determined that such lender’s letter of intent was the most attractive of those received from all prospective lenders that submitted offers, based upon a variety of factors including the structure of the proposed loan.  The Debtors subsequently negotiated extensively over a period of many weeks to reach agreement on a financing term sheet that best meets the Debtors’ requirements.

The term sheet, which is in the final stages of negotiation, contemplates a financing facility of up to $150 million to Newco to repay the DIP Facility, fund certain payments contemplated under the Plan, and provide working capital for Newco.  A summary of the material terms of the term sheet is attached to this Disclosure Statement as Appendix G.  The Debtors expect shortly to complete negotiation of the term sheet and to receive a financing commitment on the basis of such completed term sheet, although there can be no assurance that the Debtors will be able to do so.  Furthermore the Debtors anticipate that any Exit Facility commitment will be subject to certain customary conditions which will need to be satisfied prior to funding.  The final terms of the Exit Facility term sheet may vary from those contained in the summary set forth in Appendix G hereto.  Upon completion of negotiations with respect to the

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Exit Facility term sheet, the Debtors will seek Bankruptcy Court approval of the Exit Facility commitment.

8.Exclusivity

Bankruptcy Code § 1121(b) establishes an initial period of 120 days after the Petition Date during which only the debtor may file a plan.  If the debtor files a plan within such 120-day period, Bankruptcy Code § 1121(c)(3) extends the exclusivity period by an additional 60 days to permit the debtor to seek acceptances of such plan.  Bankruptcy Code § 1121(d) also permits the bankruptcy court to extend these exclusivity periods “for cause.”  Without further order of the Bankruptcy Court, the Debtors’ initial exclusivity period to file a plan would have expired on February 12, 2007.

However, by orders dated January 16, 2007, June 5, 2007, September 27, 2007, December 11, 2007, and February 25, 2008 the Bankruptcy Court extended the periods of the Debtors’ exclusive periods.  Bankruptcy Code § 1121(d)(2) establishes a limit on a debtor’s ability to extend its exclusive periods of 18 months (filing a plan) and 20 months (for soliciting acceptances) following the chapter 11 petition date.  Accordingly, the Debtors cannot seek any further extensions of their exclusive periods.

9.Avoidance Actions

The Debtors analyzed potential avoidance of prepetition transfers under Bankruptcy Code §§ 547 and 550, identifying approximately $10 million of potentially preferential transfers in the aggregate.  Based upon their analysis, the Debtors believe that prosecution of these potential preferential transfers through adversary proceedings likely will not produce sufficient recoveries to justify the costs incurred in connection with such prosecution, although the Debtors believe that the existence of such transfers may provide the basis for the disallowance, pursuant to Bankruptcy Code § 502(d), of one more proofs of claim filed against the Debtors.  Additionally, the Debtors have not Filed any preference actions or actions to avoid statutory Liens under Bankruptcy Code § 545.  The Debtors currently are engaged in discussions with advisors to the Creditors’ Committees with respect to the benefits and associated costs of prosecuting such actions.  In any event, nothing in the Plan or this Disclosure Statement shall be construed restrict or constitute a waiver of the Debtors’ ability to bring avoidance actions against any entity, except with respect to those entities expressly released under the Plan.

10.Other Causes of Action

To preserve certain claims which the Debtors or their related group companies may have in connection with the Equalization Claim, the Debtors took steps to preserve potential Causes of Action which may arise against certain third parties. The steps the Debtors have taken are subject to confidentiality and are purely preservatory in nature at this stage.

I.Claims Bar Date, Claims Objections and Claims Estimations

On May 18, 2007, the Bankruptcy Court entered the order fixing the bar date for Filing Proofs of Claims except for any Claims maintained by current or former employees at July 16, 2007 (Docket No. 653).  On July 9, 2008, the Bankruptcy Court entered a supplemental order

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fixing the bar date for current and former employees holding or wishing to assert certain Claims against any of the Debtors at August 25, 2008 (Docket No. 1985).  Claims of current or former employees that arise as a result of, or in connection with, participation in either of the Pension Schemes are not subject to the August 25, 2008 bar date.

As of June 30, 2008, the Claims register in these Chapter 11 Cases contained approximately 146 Proofs of Claim.

1.Omnibus Objections

The Debtors believe that many of the Filed Proofs of Claim are invalid, untimely, duplicative, or overstated, and, therefore, the Debtors are in the process of objecting to such Claims.

On August 17, 2007, the Debtors Filed their first omnibus objection to 16 claims on various grounds, including that the (a) claims were amended and superseded by subsequent claims Filed by the same claimants, (b) claims were duplicative of other claims filed by the same claimants, (c) claims were Filed on account of equity security interests in the Debtors, and (d) claims were improperly registered against the Debtors.  On September 27, 2007, the Bankruptcy Court entered an order granting the first omnibus objection (Docket No. 1050).  On November 29, 2007, the order was partially vacated with respect to one of the claims when the claimant argued it did not receive proper notice of the objection (Docket No. 1231).  The Debtors then withdrew their objection with respect to that claim without prejudice.

On March 13, 2008, the Debtors Filed their second omnibus objection to 13 claims on various grounds, including that the (a) claims were amended and superseded by subsequent claims Filed by the same claimants, (b) claims filed by noteholders were duplicative of claims Filed by the indenture trustee, and (c) claims were improperly registered against the Debtors.

2.The Debtors’ Estimate of Allowed Claims

As of June 30, 2008, the total amount of Claims remaining on the Claims Register against the Debtors were as follows:  7 Secured Claims in the total amount of approximately $700,000; 5 Administrative Claims in the total amount of approximately $6.2 million; no Priority Tax Claims; 1 Other Priority Claim in the total amount of approximately $400,000; and 90 Unsecured Claims in the total amount of approximately $4.6 billion.

SCL.  The Debtors estimate that at the conclusion of the Claims objection, reconciliation, estimation, and resolution process that, for SCL they will have successfully disallowed any Administrative, Priority Tax, and Other Priority Claims against SCL and that the total Allowed Secured Claims against SCL will be approximately $600,000.  In connection with these Chapter 11 Cases, the total amount of Unsecured Claims Filed against SCL was approximately $2.5 billion.  The total amount of Unsecured Claims Filed against SCL includes Claims Filed by the Pension Scheme Trustees in the aggregate amount of approximately $1.4 billion and a Claim Filed by the U.S. securities class-action plaintiffs in the amount of approximately $500 million.  Claims ultimately Allowed against SCL and SCSL are subject to implementation of the Pension Schemes Settlement Agreement and will be adjusted accordingly.  As of the filing of this

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Disclosure Statement, the Debtors estimate that the amount of Allowed Unsecured Claims against SCL will be approximately $630 million.

SCSL.  The Debtors estimate that at the conclusion of the Claims objection, reconciliation, estimation, and resolution process that, for SCSL they will have successfully disallowed all Administrative, Priority Tax, and Other Priority Claims that were filed against SCSL and that the total Allowed Secured Claims against SCSL will be approximately $100,000.  In connection with these Chapter 11 Cases, the total amount of Unsecured Claims Filed against SCSL was approximately $1.9 billion.  The total amount of Unsecured Claims Filed against SCSL includes Claims Filed by the Pension Scheme Trustees in the aggregate amount of approximately $1.8 billion.  As with SCL, Claims ultimately Allowed against SCL and SCSL are subject to implementation of the Pension Schemes Settlement Agreement and will be adjusted accordingly.  As of the filing of this Disclosure Statement, the Debtors estimate that the amount of Allowed Unsecured Claims against SCSL will be approximately $2 million.

SCC.  The Debtors estimate that at the conclusion of the Claims objection, reconciliation, estimation, and resolution process that, for SCL they will have successfully disallowed all Administrative, Priority Tax, Other Priority Claims, Secured and Unsecured Claims that were Filed against SCC.

The estimate of Allowed Administrative Claims includes obligations to pay Cure, Professional Claim, the Retention Plan, and certain Administrative Claim requests reflected on the Claims Register and docket for which the Debtors reasonably expect there to be a recovery.

These estimates are based upon a number of assumptions, and there is no guarantee that the ultimate total amount of Allowed Claims in each category will conform to the Debtors’ estimates.  Numerous Claims have been asserted in unliquidated amounts.  Further, additional Claims may be Filed or identified during the Claims objection, reconciliation, estimation and resolution process that may materially affect the foregoing estimates.  Although the Debtors believe that certain Claims are without merit and intend to object to all such Claims, there can be no assurance that these objections will be successful.

ARTICLE IV.
SUMMARY OF THE CHAPTER 11 PLAN

THE FOLLOWING SECTIONS SUMMARIZE CERTAIN KEY INFORMATION CONTAINED IN THE PLAN.  THIS SUMMARY REFERS TO, AND IS QUALIFIED IN ITS ENTIRETY BY, REFERENCE TO THE PLAN, THE PLAN SUPPLEMENT, AND THE EXHIBITS AND DEFINITIONS CONTAINED IN EACH DOCUMENT.  THE TERMS OF THE PLAN WILL GOVERN IN THE EVENT ANY INCONSISTENCY ARISES BETWEEN THIS SUMMARY AND THE PLAN.

THE BANKRUPTCY COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED IN THIS DISCLOSURE STATEMENT.  IN OTHER WORDS, THE TERMS OF THE PLAN DO NOT YET BIND ANY PERSON OR ENTITY.  IF THE BANKRUPTCY COURT DOES CONFIRM THE PLAN, HOWEVER, THEN IT WILL BIND AMONG OTHER ENTITIES, ALL HOLDERS OF CLAIMS AND INTERESTS,

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THE NON-DEBTOR SUBSIDIARY TRUST, THE EQUALIZATION-RELATED EMPLOYEE CLAIMS TRUST, ALL ENTITIES RECEIVING PROPERTY UNDER THE PLAN, AND OTHER PARTIES IN INTEREST.

The Plan contemplates the reorganization of 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 Post-Emergence Costs, and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to Bankruptcy Code § 1121(a).  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 the Plan Administrator 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.

As further described herein, SCL and SCSL will proceed with the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement to implement the Plan with respect of SCL and SCSL.  The Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement will reflect the terms of the Plan and distributions to Creditors under the Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, and the Plan will be coordinated.

The Debtors believe that the Plan, the Bermuda Scheme of Arrangement, and the U.K. Scheme of Arrangement are in the best interests of Creditors.  If the Plan is not Confirmed, the Debtors believe that they will be forced either to file an alternate chapter 11 plan or liquidate under chapter 7 of the Bankruptcy Code.  Under these alternative scenarios the Debtors believe that the Holders of Claims would realize a less favorable distribution of value, or, in certain cases, no distribution.

Additionally, in the event that the Plan is not confirmed by the Bankruptcy Court, SCL and SCSL will remain insolvent and, as such, the respective Boards, absent an alternative, may be forced to seek a winding up order from the Bermuda Court for SCL and from the English Court for SCSL.  This will involve Court-supervised liquidation procedures in Bermuda and the U.K. with liquidators in place, and the Boards will no longer be empowered to act on behalf of SCL and SCSL, except to the extent separately authorized to do so.  Under the Bermuda and U.K. insolvency regimes, the holders of secured claims will rank ahead of unsecured creditors in realizing their security.  The SCL and SCSL liquidations supervised by the Bermuda Court and English Court, respectively, will involve similar costs and risks to a chapter 7 liquidation procedure, as described above, with the additional cost of the fees and expenses of the Bermuda and U.K. liquidators and their counsel and representatives.

The Debtors believe that confirmation of the Plan is preferable to any alternative mentioned above because, as further described in ARTICLE VI.C, the Plan maximizes the distributions to all Classes of Creditors and any alternative to Confirmation will result in reduced recoveries and substantial delays in the distribution of any recoveries available under such alternative.

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A.Overview of a Chapter 11 Plan

The consummation of a chapter 11 plan is the principal objective of a chapter 11 case.  A chapter 11 plan sets forth the means for satisfying claims against, and interests in, a debtor.  Confirmation of a chapter 11 plan makes the plan binding upon the debtor, any issuer of securities under the plan, any person or entity acquiring property under the plan, and any creditor of or equity holder in the debtor, whether or not such creditor or equity holder is impaired under or has accepted the plan, or receives or retains any property under the plan.  Subject to certain limited exceptions, and except as otherwise provided in the plan or the confirmation order itself, a confirmation order discharges the debtor from any debt that arose prior to the date of confirmation of the plan and substitutes it for those debts the obligations specified under the confirmed plan.

A chapter 11 plan may specify that the legal, contractual, and equitable rights of the holders of claims or interests in certain classes are to remain unaltered by the restructuring effectuated by the plan.  Such classes are referred to as “unimpaired” and, because of such favorable treatment, are deemed to accept the plan.  Accordingly, a debtor need not solicit votes from the holders of claims or equity interests in such unimpaired classes.  A chapter 11 plan also may specify that certain classes will not receive any distribution of property or retain any claim against a debtor.  Such classes are deemed to reject the plan and, therefore, need not be solicited to vote to accept or reject the plan.  Any classes that are receiving a distribution of property under the plan but are not “unimpaired” will be solicited to vote to accept or reject the plan.

Bankruptcy Code § 1123 provides that a chapter 11 plan shall classify the claims of a debtor’s creditors and equity interest holders.  In compliance therewith, the Plan divides Claims and Interests into various Classes and sets forth the treatment for each Class.  A debtor also is required, under Bankruptcy Code § 1122, to classify claims and interests into classes that contain claims and interests that are substantially similar to the other claims and interests in such classes.  The Debtors believe that the Plan has classified all Claims and Interests in compliance with § 1122, but it is possible that a Holder of a Claim or Interest may challenge the classification of Claims and Interests and that the Bankruptcy Court may find that a different classification is required for the Plan to be confirmed.  In such event, the Debtors intend, to the extent permitted by the Bankruptcy Court and the Plan, to make such modifications of the classifications under the Plan to permit Confirmation and to use the Plan acceptances received in this solicitation for the purpose of obtaining the approval of the reconstituted Class or Classes of which the accepting Holder ultimately is deemed to be a member.  Any such reclassification could adversely affect the Class in which such Holder initially was a member, or any other Class under the Plan, by changing the composition of such Class and the vote required of that Class for approval of the Plan.

B.Administrative and Priority Tax Claims

In accordance with Bankruptcy Code § 1123(a)(1), 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 of the Plan.

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1.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.

2.Administrative Claims and Bar Date for Administrative Claims

Subject to the provisions of Bankruptcy Code §§ 328, 330(a), and 331, 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.

Except as otherwise provided in ARTICLE XI of the Plan 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. of the Plan.  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.

3.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.

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C.Classification and Treatment of Claims and Interests

1.Classification of Claims and Interests

All Claims and Interests, except DIP Facility Claims, Administrative Claims, and Priority Tax Claims, are classified as listed in ARTICLE I.G. and ARTICLE IV.C.2.  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.

2.Treatment of Classes of Claims and Interests

a.Class 1—Other Secured Claims

Classification.  Class 1 consists of all Other Secured Claims.

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 Bankruptcy Code § 1124.

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

b.Class 2A—SCL Other Priority Claims

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

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.

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

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c.Class 2B—SCL Other Unsecured Claim

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

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.

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

d.Class 2C—SCL Pension Schemes Claims

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

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.

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

e.Class 3A—SCSL Other Unsecured Claims

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.

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.

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

f.Class 3B—SCSL Pension Schemes Claims

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

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.

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

g.Class 4A—SCC Pension Schemes Claims

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

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.

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

h.Class 4B—SCC Interests

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

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.

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

i.Class 4C—SCC PBGC Claims

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

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.

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

j.Class 5—SCL Common Stock Interests

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

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

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.

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3.Subordination

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

4.Treatment of Intercompany Claims

Except as otherwise set forth in the Plan, there shall be no distributions on account of Intercompany Claims, including the Services Claim.  Pursuant to Bankruptcy Code §§ 1126(f) and 1126(g), 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, 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.

5.Treatment of Intercompany Interests

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

6.Special Provisions Governing Unimpaired Claims

Except as otherwise provided of the Plan, 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.

7.Discharge of Claims and Interests

Except as otherwise provided herein and in ARTICLE III.G.2 of the Plan, on the Effective Date and effective as of the Effective Date:  (a) 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; (b) the Plan shall bind all Holders of Claims and Interests, notwithstanding whether any such Holders (i) Filed a Proof of Claim or (ii) failed to vote to accept or reject the Plan or voted to reject the Plan; (c) 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 Bankruptcy Code § 502(g); and (d) all Persons and

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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. of the Plan to the contrary, the foregoing discharge and release of Claims and Interest 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, and the sole source of recovery for any Equalization-Related Employment Claim shall be from the Equalization-Related Employee Claim Trust.  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.

8.Discharge of the Pension Schemes Claims

Notwithstanding anything contained in ARTICLE III.G.1 of the Plan or elsewhere in the Plan:

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

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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, the Non-Debtor Subsidiaries, and any Debtor Releasee, and any Exculpated Party in respect of the Pension Schemes Claims.

9.Acceptance or Rejection of the Plan

a.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 Bankruptcy Code § 1126(f).  Therefore, such Classes are not entitled to vote on the Plan and the vote of such Holders of Claims shall not be solicited.

b.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.

c.Acceptance by Impaired Classes of Claims:

Pursuant to Bankruptcy Code § 1126(c) and except as otherwise provided in Bankruptcy Code § 1126(e), 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.

d.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 Bankruptcy Code § 1126(g).  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.

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e.Confirmation Pursuant to Bankruptcy Code §§  1129(a)(10) and 1129(b)

Bankruptcy Code § 1129(a)(10) 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 Bankruptcy Code § 1129(b) with respect to any Impaired Class that does not accept the Plan pursuant to Bankruptcy Code § 1126.  The Debtors reserve the right to modify the Plan and seek Confirmation consistent with the Bankruptcy Code.

f.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.

g.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 these 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.

h.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.

10.No Duplication of Claims or Distributions

All Claims scheduled by or Filed against the Debtors in these 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

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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. of the Plan, which such Claims will be adjudicated pursuant to the mechanism set forth in the Bermuda Scheme of Arrangement).

D.Provisions for Implementation of the Plan

1.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.

2.Sources of Consideration for Plan Distributions

The Plan and the Bermuda Scheme of Arrangement contemplate (a) the issuance of Newco Equity on the Effective Date to the Plan Administrator for distribution to the Debtors’ Creditors, (b) the transfer of the Container Interests to Newco, (c) 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, (d) the distribution of the SCL Unsecured Distribution to Holders of Allowed SCL Other Unsecured Claims and Holders of Allowed Pension Schemes Unsecured Claims, (e) the distribution of the SCSL Unsecured Distribution to Holders of SCSL Other Unsecured Claims, and (f) the establishment of the Equalization Escrow Account, the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust.

a.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.  It is anticipated that Newco group shall consist of the following: (a) Newco; (b) a wholly owned subsidiary of Newco, duly formed under Bermudian law, which shall be the borrower under the Exit Facility and shall hold, directly or indirectly, all of the Container Interests (“Newco Finance”); and (c) Newco Finance’s wholly owned subsidiaries which shall consist of those entities are constitute, or otherwise hold, the Container Interests.  The specific formation documents with respect to Newco shall be included in the Plan Supplement.

b.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

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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 under the Plan, 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 ARTICLE IV.B.2. of the Plan, such Newco Equity shall be deemed to have been distributed to the applicable Holder.

Securities Registration Exemption.  Pursuant to Bankruptcy Code § 1145, 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 Bankruptcy Code § 1145, will be freely tradable by the recipients thereof, and subject to (a) the provisions of Bankruptcy Code § 1145(b)(1) relating to the definition of an underwriter in section 2(a)(11) 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, (b) the restrictions, if any, on the transferability of such Securities and instruments, under applicable law or otherwise, (c) restrictions on transfer to be contained in the organizational documents of Newco 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 (d) applicable regulatory approval.

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 of the Plan shall be governed by the terms and conditions set forth in the Plan 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.

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.

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c.Transfer of Container Interests to Newco

Subsequent to the formation of Newco and the issuance of Newco Equity to the Plan Administrator, on the Effective Date and subject to an order by the Bermuda Court authorizing such action, pursuant to the Business Transfer Agreement and in accordance with Bankruptcy Code § 1123(a)(5)(B), the Debtors will transfer and assign all rights, title, and interests in the Container Interests to Newco.  Except as expressly provided in the Plan, 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.

d.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 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 thereof) 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.

e.Equalization Escrow Account

On the Effective Date, Reorganized SCL, acting by the Plan Administrator, shall execute the Equalization Escrow Account Agreement and take all other steps necessary to establish the Equalization Escrow Account pursuant to the Equalization Escrow Account as further described in ARTICLE V of the Plan.  On the Effective Date, and in accordance with and pursuant to the terms of the Plan and Bankruptcy Code §§ 1123(a)(5)(B) and 1123(b)(3), 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 Newco Equity transferred from the Equalization Escrow Account shall not exceed $19.6 million and (b) to the extent any Newco Equity remains after satisfaction of (a), such Newco Equity will be cancelled.

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f.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 of the Plan.  On the Effective Date, and in accordance with and pursuant to the terms of the Plan and Bankruptcy Code §§ 1123(a)(5)(B) and 1123(b)(3)(B), 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 IV.B.4 of the Plan and (b) any Newco Equity remaining shall be canceled.

g.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 IX.B.4 of the Plan and (b) any Newco Equity remaining shall be canceled.

h.Payment of Equalization Determination Costs

The Plan Administrator will pay Equalization Determination Costs Reserve in Cash as an Allowed Administrative Claim and/or Post-Emergence Cost, as the case may be.  The Pension Scheme 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 Trustees to the extent that the requested disbursements are Equalization Determination Costs.

i.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

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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.

j.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, or the Professional Fee Escrow Account, 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 of the Plan.

3.Corporate Governance, Directors and Officers, and Corporate Action

a.Corporate Governance

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 Amended and Restated Members’ 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 Bankruptcy Code § 1129(a)(5), the Debtors will disclose in the Plan Supplement, to the extent known:  (a) the identities and affiliations of any Person proposed to serve as a board member of Newco; and (b) the nature of compensation for any member of the board who is an Insider.  The initial board of directors of Newco may approve the Newco Director and Officer Equity Incentive Plan if they determine that it is commercially reasonable.

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 Bankruptcy Code §  1123(a)(6).  After the Effective Date, Newco may amend its constitutional documents as permitted by relevant corporate law.

Reorganized SCL.  On and after the Effective Date, operation, management and control of Reorganized SCL shall be the general responsibility of the JPLs, which shall take appropriate steps to:  (a) implement the Bermuda Scheme of Arrangement, (b) manage, control, wind down, and liquidate Reorganized SCL pursuant to, and in accordance with Bermuda law, and (c) obtain a Final Order of the Bermuda Court discharging the JPLs of their duties with respect to Reorganized SCL.

Reorganized SCSL.  On and after the Effective Date, operation, management and control of Reorganized SCSL shall be the general responsibility of the liquidators or administrators of SCSL, which shall take appropriate steps to (a) implement the U.K. Scheme of Arrangement, (b) 

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manage, control, wind down, and liquidate Reorganized SCSL pursuant to, and in accordance with English law and (c) obtain a Final Order of the English Court discharging the liquidators or administrators of their duties with respect to Reorganized SCSL.

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 that 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.

b.Corporate Action

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.

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 Bankruptcy Code § 1142(a), including, without limitation, the distribution of Newco Equity to be issued pursuant hereto, the adoption and filing (as necessary) of the new 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.

4.Plan Administrator Appointment, Resignation and Reorganized SCL Indemnity Obligations

On the Effective Date, the Plan Administrator shall accept appointment as Plan Administrator.

a.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

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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.

b.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.1. of the Plan.  Subject to ARTICLE XIV.D. of the Plan, 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.

c.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 (1) the approval of the Newco Board Committee, which approval may not be unreasonably withheld, and (2) the approval of the Bankruptcy Court.  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.  Any successor to the Persons serving as the Plan Administrator shall be a corporate successor or such other Person serving in a professional capacity.

d.Reorganized SCL Indemnity Obligations to Plan Administrator

The Plan Administrator shall be indemnified out of the assets of Reorganized SCL in respect of:

i.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

ii.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.

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5.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.

6.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 (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 of the Plan and (2) any Newco Equity remaining shall be canceled.

7.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 by and through the U.K. Scheme of Arrangement, 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.

8.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 and to pursue

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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.

9.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 (a) waived by the 1983 Pension Scheme Trustees in respect of a Participating Employer in the 1983 Pensions Scheme, (b) waived by the 1990 Pension Scheme Trustees in respect of a Participating Employer in the 1990 Pensions Scheme or (c) 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, SeaCat 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

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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 (a) their Pro Rata share of the SCL Unsecured Distribution with respect to the Allowed Pension Schemes Unsecured Claims, (b) the Allowed Pension Schemes Administrative Claims, (c) the Equalization Claim Reserve and (d) 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.

10.Modification or Amendment of the Pension Schemes Settlement Agreement

Notwithstanding the Bankruptcy Court’s approval of the Pension Schemes Settlement Agreement, the (i) the 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) the 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 the Plan, not before the Effective Date);

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

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

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) the 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 Bankruptcy Code § 363 and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the Bankruptcy Court.

11.Vesting of the Assets On or After the Effective Date

Except as otherwise provided of the Plan 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 of the Plan, 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.

12.Release of Liens, Claims and Equity Interests

Except as otherwise specifically provided of the Plan 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 of the Plan, 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.

13.Cancellation of Debt and Equity Interests and Related Obligations

On the Effective Date, except as otherwise specifically provided for of the Plan:  (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

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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: (a) allowing Holders to receive distributions under the Plan; (b) 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 of the Plan; (c) 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 (d) governing the rights and obligations of non-Debtor parties to such agreements vis-à-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.

14.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 SCA Pension Plan, 1983 Pension Scheme or the 1990 Pension Scheme).  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.

15.Equalization-Related Employee Claim Trust

a.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

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Bankruptcy Code §§ 1123(a)(5)(B) and 1123(b)(3)(B), 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 Cost 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.  The Equalization-Related Employee Claim Trust Deed shall provide that the Equalization-Related Employee Claim Trustees shall cooperate with Newco, Reorganized SCL, Reorganized SCSL, Reorganized SCC, and/or the Non-Debtor Subsidiaries in any and all such actions and proceedings that may be brought against them directly for recovery of Equalization-Related Employee Claims.

b.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.

c.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

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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.

d.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.

e.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.

f.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:

i.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

ii.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.

g.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

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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.

h.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.

i.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 finally determines 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 of the Plan and (b) any Newco Equity remaining shall be cancelled.  The

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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.

16.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.

17.Preservation of Rights of Action

a.Vesting of Causes of Action

On the Effective Date and in accordance with Bankruptcy §§ 1123(a)(5)(B) and 1123(b)(3), (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 ARTICLE IV.P.1. of the Plan 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.

b.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

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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.

18.Exemption from Certain Transfer Taxes

Pursuant to Bankruptcy Code § 1146(a), 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.

E.Equalization Escrow Account

1.Establishment and Purpose of the 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 Escrow Account 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.

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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.

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

3.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.

4.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.

5.Equalization Escrow Account Expenses

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

6.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

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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 finally determines 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 ten (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 neither 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 ten (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, ARTICLE V.F. of the Plan is subject to the provisions of ARTICLE III.G.2 and ARTICLE IV.I. of the Plan.

7.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 Newco Equity transferred to the Equalization-Related Employee Claim Reserve shall not exceed $19.6 million and (2) to the extent any Newco Equity remains after satisfaction of (1), such Newco Equity will be cancelled.  The duties, responsibilities and powers of the Equalization Escrow Agent will terminate in accordance with the terms of the Equalization Escrow Agreement.

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F.Non-Debtor Subsidiary Trust

1.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 in the Plan or in the Non-Debtor Subsidiary Trust Deed.

2.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 Bankruptcy Code §§ 1123(a)(5)(B) and 1123(b)(3)(B), 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.

3.Appointment of the Non-Debtor Subsidiary Trustees

On the Effective Date and in accordance with the Non-Debtor Subsidiary Trust Deed, the 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.

4.Distributions; Withholding

The Non-Debtor Subsidiary Trustees will make distributions to the Non-Debtor Subsidiary Trust Claimants to satisfy Non-Debtor Subsidiary Known 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

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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.

5.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.

6.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:

i.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

ii.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.

7.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.

8.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:

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(a) purchasing or subscribing for stocks, shares, debenture stocks, bearer securities or other investments; (b) placing monies on deposit with a bank, insurance company, building society, finance company or local authority; and (c) 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:  (a) his fraudulent or other dishonest conduct; (b) 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 (c) gross negligence.

9.Termination of the Non-Debtor Subsidiary Trust

On the earlier of:  (a) December 31, 2010 or (b) 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 Known 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. of the Plan 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.

G.Treatment of Executory Contracts and Unexpired Leases

1.Assumption and Rejection of Executory Contracts and Unexpired Leases

a.Rejection of Executory Contracts and Unexpired Leases

Except as otherwise provided of the Plan, each Executory Contract and Unexpired Lease shall be deemed automatically rejected pursuant to Bankruptcy Code §§ 365 and 1123 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 of the Plan; provided, however, that the Services Agreement will continue in effect through the Effective Date without being assumed or

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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 Bankruptcy Code §§ 365 and 1123 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 Bankruptcy Code § 502(g); provided that the Non-Debtor parties must comply with ARTICLE VII.B of the Plan.

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.

b.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 Bankruptcy Code §§ 365(a) and 1123.

(i)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.

(ii)Proofs of Claim Based on Executory Contracts or Unexpired Leases that Have Been Assumed

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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.

c.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 Bankruptcy Code §§365(f) and 1123, notwithstanding any restrictions on such assumption and assignment, and the Confirmation Order shall specifically provide for the approval of such assignments.

2.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 of the Plan and ARTICLE III.B.5 of the Plan.

3.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:  (a) the amount of any Cure Claim; (b) the ability of Newco or any assignee, as applicable, to provide “adequate assurance of future performance” (within the meaning of Bankruptcy Code § 365) under such Executory Contract or Unexpired

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Lease to be assumed; or (c) 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:  (a) by treating such amount as either a direct or indirect contribution to capital or distribution (as appropriate); or (b) through adjusting an intercompany account balance accordingly in lieu of payment in Cash.

4.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 two 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 two Business Days after receipt of the notice described in ARTICLE VII.D. of the Plan.

H.Procedures for Resolving Contingent, Unliquidated, and Disputed Claims

1.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.P. of the Plan.  Except as expressly provided of the Plan, no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed under ARTICLE I.A.22. of the Plan or the Bankruptcy Code.

2.Claims and Interests Administration Responsibilities

Except as otherwise specifically provided of the Plan, 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

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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.

3.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, Bankruptcy Code § 502(c) 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 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.

4.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.

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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 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 the Non-Debtor Subsidiaries.  Notwithstanding anything contained in ARTICLE VIII.D. of the Plan, if any 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. of the Plan.  For the avoidance of doubt, nothing herein or in the Plan 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.

5.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.

6.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 Bankruptcy Code §§ 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a).  Any and all Claims held by Entities from which property is recoverable by the Plan Administrator under Bankruptcy Code §§ 542, 543, 550, or 553 or that the Debtors or the Plan Administrator allege is a transferee of a transfer avoidable under Bankruptcy Code §§ 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a), shall be deemed disallowed pursuant to Bankruptcy Code § 502(d), 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.

EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE APPLICABLE BAR DATE SHALL BE DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR

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ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS ON OR BEFORE THE CONFIRMATION HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A BANKRUPTCY COURT ORDER.

7.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.

I.Provisions Governing Distributions

1.Distributions on Account of Claims and Interests Allowed as of the Effective Date

Except as otherwise provided of the Plan, 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 or (b) in 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.Distributions on Account of Claims Allowed After the Effective Date or Assets Realized After the Effective Date

a.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 Claims after the Effective Date shall be made on the Periodic Distribution Date that is at least 30 days after the Disputed Claim becomes an Allowed Claim; 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.

b.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 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

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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. of the Plan, 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.

c.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.

d.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

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the Equalization Claim Reserve, to the extent the Equalization Escrow Account has not yet closed.

3.Delivery of Distributions

a.Record Date for Distributions

On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions pursuant to ARTICLE IX of the Plan 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.

b.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.

c.Delivery of Distributions in General

Except as otherwise provided of the Plan, 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 thereof (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

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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.

d.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 of the Plan.  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.

e.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 and the Equalization Escrow Agent 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 or the Equalization Escrow Agent shall not be counted for purposes of determining the presence of a quorum at any shareholder meeting or any other purpose.

f.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,

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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.

g.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.

h.De Minimis, Undeliverable, and Unclaimed Distributions

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.

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, such distribution reverts to Reorganized SCL, or is canceled pursuant to ARTICLE IX.C.8.c of the Plan.  Undeliverable distributions shall not be entitled to any interest, dividends, or other accruals of any kind.

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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 Bankruptcy Code § 347(b) and such Unclaimed Distribution (a) shall revest in Reorganized SCL for distribution in accordance with ARTICLE IV.B.10. and ARTICLE IX.B.4. of the Plan and (b) 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 provision 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.

i.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 of the Plan.  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 of the Plan.

j.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 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.

k.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 IX.C.4 of the Plan.  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

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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 of the Plan.  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.  Moreover, notwithstanding anything to the contrary contained in the Plan or this Disclosure Statement, ARTICLE IX.C.11 of the Plan shall not apply to any Claims Reinstated pursuant to the terms of the Plan.

l.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, as applicable.  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.

4.Setoff

The Plan Administrator may, pursuant to Bankruptcy Code § 553 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.

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J.Settlement, Release, Injunction, and Related Provisions

1.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, Bankruptcy Code §§ 510(b) and (c), 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 Bankruptcy Code § 510, 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 Bankruptcy Code § 363 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 Bankruptcy Code § 363 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.

2.Releases by the Debtors

Pursuant to section Bankruptcy Code § 1123(b), 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. of the Plan, 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,

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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 of the Plan, 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.

3.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

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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 of the Plan 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 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, 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 ARTICLE X.C. of the Plan and the Mutual Release Agreement, the Mutual Release Agreement shall govern and supersede the releases set forth in ARTICLE X.C. of the Plan; and (b) ARTICLE X.C. of the Plan 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

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against Non-Debtor Subsidiaries or Affiliates that are not Debtors shall not be released under ARTICLE X.C. of the Plan).

Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval pursuant to Bankruptcy Code § 363 and Bankruptcy Rule 9019 of the Third Party Release, which includes by reference each of the related provisions and definitions contained of the Plan, 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 of the Plan; (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.

4.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 (1) 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

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between ARTICLE X.D. of the Plan and the Mutual Release Agreement, the Mutual Release Agreement shall govern and supersede the exculpations set forth in ARTICLE X.D. of the Plan; and (2) ARTICLE X.D. of the Plan 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 ARTICLE X.D. of the Plan).

5.Injunction

Except as otherwise expressly provided of the Plan, 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 of the Plan or are subject to exculpation pursuant to ARTICLE X.D. of the Plan 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, subrogation, or recoupment 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 Bankruptcy Code § 553 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,

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discharged, or exculpated claims, Interests, Causes of Action, or liabilities released or settled pursuant to the Plan.

6.Waiver or Estoppel

Except as otherwise provided in the Plan, 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.

7.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.

K.Allowance and Payment of Certain Administrative Claims

1.Professional Claims

a.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.

b.Payment of Interim Amounts

Except as otherwise provided of the Plan, Professionals shall be paid pursuant to the Interim Compensation Order.

c.Professional Fee Escrow Account

In accordance with ARTICLE XI.A.4 of the Plan, 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

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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. of the Plan and ARTICLE IX.B.4. of the Plan.

d.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.

e.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 Bankruptcy Code §§ 503(b)(3), (4), and (5) 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.

2.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.

L.Conditions Precedent to Confirmation and Consummation of the Plan

1.Conditions to Confirmation

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

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a.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 Bankruptcy Code § 1125.

b.The most current version of the Plan Supplement and all of the schedules, documents, and exhibits contained of the Plan 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.

c.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.

d.(1) The Bankruptcy Court shall have entered an order approving the Pension Schemes Settlement Agreement or (2) the Creditors’ Committees shall have reached a consensual resolution with respect to the treatment of the Pension Schemes Claims.

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

f.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.

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

2.Conditions Precedent to Consummation

The following are conditions precedent to Consummation that must be satisfied or waived in accordance with ARTICLE XII.C. of the Plan:

a.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.

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

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

d.The Plan Administrator shall have accepted appointment.

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e.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.

f.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.

3.Waiver of Conditions Precedent

At any time, the Debtors may waive ARTICLE XII.A.2. of the Plan, ARTICLE XII.A.4. of the Plan, ARTICLE XII.A.5. of the Plan, ARTICLE XII.A.6. of the Plan, ARTICLE XII.B.2. of the Plan, or ARTICLE XII.B.3. of the Plan subject to two Business Days’ notice to and consultation with the JPLs and 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.

4.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. of the Plan, 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 Bankruptcy Code § 1141 and the assumptions, assignments, or rejections of Executory Contracts or Unexpired Leases pursuant to ARTICLE VII of the Plan, and nothing contained in the Plan, the Disclosure Statement, the Bermuda Scheme of Arrangement or the U.K. Scheme of Arrangement shall:  (a) constitute a waiver or release of any claims by or Claims or Causes of Action against or Interests in the Debtors; (b) prejudice in any manner the rights of the Debtors, Holders of Claims or any other Entity; or (c) constitute an admission, acknowledgment, offer, or undertaking of any sort by the Debtors, Holders of Claims or any other Entity.

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5.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. of the Plan, shall be deemed to have been satisfied or waived in accordance with the Plan.

M.Modification, Revocation, or Withdrawal of the Plan

1.Modification and Amendments

Subject to certain restrictions and requirements set forth in Bankruptcy Code § 1127 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 thereof 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 of the Plan, the Debtors shall not, without the prior written consent of GECC, at any time alter, amend, or modify the Plan or any exhibits included thereof 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.

2.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 Bankruptcy Code § 1127(a) and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

3.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:  (a) the Plan shall be null and void in all respects; (b) 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 (c) nothing contained in the Plan shall:  (i) constitute a waiver or release of any Claims by or against or Interests in, the Debtors or any other Entity; (ii) prejudice in any manner the rights of the Debtors or any other Entity; or (iii) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity.

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N.Retention of Jurisdiction

1.Bankruptcy Court

As set forth in ARTICLE XIV of the Plan, 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 Bankruptcy Code §§ 105(a) and 1142, including jurisdiction to:

a.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;

b.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;

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

d.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;

e.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;

f.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;

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

h.adjudicate, decide, or resolve any and all matters related to Bankruptcy Code § 1141;

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i.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;

j.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;

k.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;

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

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

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

o.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;

p.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;

q.hear and determine matters concerning state, local, and federal taxes in accordance with Bankruptcy Code §§ 346, 505, and 1146;

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

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

t.enter an order or Final Decree concluding or closing these Chapter 11 Cases.

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2.No Limitation on Bermuda Court

Notwithstanding the foregoing, nothing in ARTICLE XIV of the Plan 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.

3.No Limitation on English Court

Notwithstanding the foregoing, nothing in ARTICLE XIV of the Plan 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.

4.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, (a) 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 (b) 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 (a), 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.

O.Miscellaneous Provisions

1.Immediate Binding Effect

Subject to ARTICLE XIII of the Plan 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

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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 in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

2.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.

3.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 these Chapter 11 Cases when due or as soon thereafter as practicable.

4.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:  (a) preparing, filing, objecting, and prosecuting or defending any objections to Professional fee applications covering any period prior to the Effective Date; (b) 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 relating to the implementation or interpretation of the Plan or the Pension Schemes Settlement Agreement; and (c) 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.

5.Reservation of Rights

Except as expressly set forth in the Plan, 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 of the Plan, 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 (a) any Debtor with respect to the Holders of Claims or Interests or any other Entity or (b) any Holder of a Claim or Interest or other Entity prior to the Effective Date.

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6.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.

7.Service of Documents

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
Sea Containers House	The Brandywine Building
20 Upper Ground	1000 West Street, 17th Fl.
London, United Kingdom SE 1 9 PF	P.O. Box 391
Attn.:   Laura Barlow	Wilmington, Delaware 19899-0391
	Attn.:	David A. Agay, 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.

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

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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.

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:  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.

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 of the Plan.  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 Claims for Claims arising from the Debtors’ rejection of an Executory Contract or Unexpired Lease.

8.Term of Injunctions or Stays

Unless otherwise provided of the Plan or in the Confirmation Order, all injunctions or stays in effect in these Chapter 11 Cases pursuant to Bankruptcy Code §§ 105 or 362 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.

9.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.

10.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

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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.

11.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.

12.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.

13.Conflicts

Except as set forth in the Plan, to the extent that any provision of this 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.

ARTICLE V.

SUMMARY OF THE SCHEMES OF ARRANGEMENT

A.Bermuda Scheme of Arrangement

The following is a brief summary of the Bermuda Scheme of Arrangement that will be proposed for the Bermuda Scheme Creditors.  The Bermuda Scheme Creditors consist of Holders of SCL Pension Schemes Claims and SCL Other Unsecured Claims other than Claims employees have or may assert against SCL that give rise to Equalization-Related Employee Claims against SCL, as such claims will not be compromised under the Bermuda Scheme of Arrangement.  Holders of SCL Other Unsecured Claims other than Claims employees have or may assert against SCL that give rise to Equalization-Related Employee Claims and Holders of SCL Pension Schemes Claims will each constitute a separate class of Claims under the Bermuda Scheme of Arrangement.  Claims of Bermuda Scheme Creditors Filed in these Chapter 11 Cases are deemed submitted in Bermuda and the process of adjudicating and allowing Claims will be conducted in the U.S. and will bind all creditors (except those who are qualified to submit

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Claims in the Bermuda Scheme of Arrangement only, whose Claims will be adjudicated by the  Bermuda Scheme Administrators).  Consequently, Bermuda Scheme Creditors voting on the Plan also will vote on the Bermuda Scheme of Arrangement.  Bermuda Scheme Creditors will receive the Bermuda Scheme of Arrangement and the Bermuda Scheme of Arrangement Explanatory Statement as part of the Solicitation Package.  Bermuda Scheme Creditors who vote to accept the Plan will be deemed to have voted to accept the Bermuda Scheme of Arrangement, however, a Bermuda Scheme Creditor shall be entitled to vote separately and request a special form of proxy from SCL if such Bermuda Scheme Creditor wishes to vote in a manner other than that allowed in the Ballot received as part of the Solicitation Package.  Bermuda Scheme Creditors that are eligible to vote on the Bermuda Scheme of Arrangement only, may vote by completing the voting form or form of proxy attached to the Bermuda Scheme of Arrangement materials.

Following a successful application to the Bermuda Court to convene a meeting of each class of Bermuda Scheme Creditors, which application shall have exhibited to it the draft Bermuda Scheme of Arrangement materials, Bermuda Scheme Creditors permitted to submit a Claim in the Bermuda Scheme of Arrangement will receive the Bermuda Scheme of Arrangement materials, which include the Bermuda Scheme of Arrangement, the Bermuda Scheme of Arrangement Explanatory Statement, this Disclosure Statement, a claim form for the purpose of lodging a claim in the Bermuda Scheme of Arrangement and a proxy for purposes of voting on the Bermuda Scheme of Arrangement.  In connection with such application, the Bermuda Court may require certain modifications and amendments to the Bermuda Scheme of Arrangement materials.  As of the date of this Disclosure Statement, the Bermuda Court has not yet held a hearing on the application to convene a meeting of each class of Bermuda Scheme Creditors and, therefore the Bermuda Scheme or Arrangement materials distributed as part of the Solicitation Package do not include any modifications requested by the Bermuda Court.  The only Bermuda Scheme Creditors who are entitled to submit a Claim in the Bermuda Scheme of Arrangement are those who can demonstrate to the satisfaction of the Bermuda Scheme Administrators that their failure to file a timely Claim in the Chapter 11 Cases was not the result of willful default or lack of reasonable diligence, or as otherwise ordered by the Bermuda Court.  The summaries of the Bermuda Scheme of Arrangement provided in this Disclosure Statement and in the Bermuda Scheme of Arrangement Explanatory Statement are qualified in their entirety by the Bermuda Scheme of Arrangement itself, which is controlling in the event of any inconsistency.

1.Background to the Commencement of the Bermuda Proceeding

The Bermuda proceeding was commenced because SCL is incorporated in Bermuda, and the Board of Directors of SCL determined that the Bermuda proceeding was necessary to facilitate a coordinated reorganization of SCL.  The appointment of the JPLs imposed a moratorium preventing creditors from taking or continuing any legal proceedings in Bermuda against SCL or its assets without leave of the Bermuda Court.  The JPLs, pursuant to the order appointing them, have reviewed the Plan and the Bermuda Scheme of Arrangement.  SCL has formed the view that it is in the best interests of Creditors to facilitate the Debtors’ restructuring under chapter 11 of the Bankruptcy Code by providing the Plan, and in Bermuda, by providing a scheme of arrangement for the Bermuda Scheme Creditors pursuant to the Bermuda Companies Act of 1981 (the “Bermuda Act”).  The JPLs intend to undertake the roles envisaged for the Plan

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Administrators and Bermuda Scheme of Arrangement administrators, and will use all reasonable endeavors to give effect to the provisions of the Bermuda Scheme of Arrangement and in so doing implement the Plan.

2.What is a Scheme of Arrangement?

A scheme of arrangement is a compromise or arrangement between a company and some or all of its creditors.  It is governed by section 99 of the Bermuda Act. A scheme becomes binding on creditors when:

·a majority in number, representing three-quarters in value of those creditors in each class of creditors, who vote in person or by proxy in favor of the scheme at a specially convened meeting;

·the Bermuda Court subsequently makes an order approving the scheme; and

·a copy of that order is delivered to the Bermuda Companies Registrar for registration.

3.What is Proposed?

SCL is subject to two different legal proceedings, one in Bermuda and the other in the United States.  The purpose of the Bermuda Scheme of Arrangement is to implement the terms of the Plan in accordance with Bermudian law.  Although both proceedings have as a basic principle the fair distribution of a company’s assets among its creditors, there are differences between the two systems.  In order to ensure that Bermuda Scheme Creditors are treated equally (and that there are no double recoveries), the Bermuda Scheme of Arrangement and the Plan together enable a common system of distribution to be established.  Bermuda Scheme Creditors who have Filed Claims under the Plan will be deemed to have claimed in the Bermuda Scheme of Arrangement and will therefore not be required to submit a separate claim in the Bermuda Scheme of Arrangement.  Bermuda Scheme Creditors that assert claims only in the Bermuda Scheme of Arrangement and whose failure to file a timely Claim in the Chapter 11 Cases was not the result of willful default or lack of reasonable diligence, and who have been admitted to the Bermuda Scheme of Arrangement by its administrators, or as otherwise ordered by the Bermuda Court, will not be prejudiced as a result, and will receive a single distribution in the same way as all other Claims which are Allowed.

The Bermuda Scheme of Arrangement mirrors the provisions of the Plan in respect of SCL.  In summary, the Bermuda Scheme of Arrangement provides for, in accordance with the terms of the Plan, the vesting of Newco Equity in the Plan Administrator, the subsequent transfer of the Container Interests to Newco, and the distribution of Newco Equity to Bermuda Scheme Creditors in exchange for full and final discharge, satisfaction and cancellation of their claims.

4.Which Creditors are Affected?

The Bermuda Scheme of Arrangement will only apply to the Bermuda Scheme Creditors because no other Creditors’ Claims are being compromised as part of the Bermuda Scheme of Arrangement.  Accordingly, only the Bermuda Scheme Creditors will be entitled to vote in the Bermuda Scheme of Arrangement.

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The Bermuda Scheme of Arrangement will not  affect or apply to the Claims of SCL Creditors that have DIP Facility Claims, Administrative Claims, Priority Tax Claims, Other Secured Claims, SCL Other Priority Claims, the Services Claim, Intercompany Claims, Claims employees have or may assert against SCL that give rise to Equalization-Related Employee Claims, or any other Claims to the extent that they have a valid security interest or certain rights of set-off in Bermuda.  The Bermuda Scheme of Arrangement also will not affect any Claims maintained against SCSL or SCC or Creditors’ postpetition claims in the Bermuda Proceedings.

In addition, claims entitled to priority under Bermudian law will not be affected or compromised under the Bermuda Scheme of Arrangement.  Under Bermudian law, claims that are entitled to priority under a scheme of arrangement consist of certain governmental taxes and fees, employee wages, directors’ fees, and the fees and expenses incurred by an administrator or liquidator effectuating the terms of the scheme of arrangement.  These priority claims are not compromised by a scheme of arrangement.  After careful review, SCL believes that the only priority claims under the Bermuda Scheme of Arrangement to which it will be exposed are claims on account of the fees and expenses incurred by the administrators of the Bermuda Scheme of Arrangement and the liquidators of SCL.

5.What will be the Effect of the Passing of the Bermuda Scheme of Arrangement on the Plan?

The Bermuda Scheme of Arrangement, the U.K. Scheme of Arrangement, and the Plan are inter-conditional; one will not become effective without the others.

6.Treatment of SCL’s Shareholders

Under the laws of Bermuda, shareholders are not entitled to a dividend in the liquidation of a company until all creditors have been paid in full. As SCL is insolvent and in a winding up proceeding in Bermuda, its shareholders would have no right to distributions.  They have no right to participate in the Bermuda Scheme of Arrangement which is a creditors’ scheme of arrangement, dealing only with the Bermuda Scheme Creditors.

7.Voting on the Bermuda Scheme of Arrangement

Once the Bermuda Court gives leave for the Bermuda Scheme of Arrangement and Bermuda Explanatory Statement to be distributed to Bermuda Scheme Creditors, the Bermuda Court will schedule a meeting for each class of Bermuda Scheme Creditors to consider and, if thought fit, approve the Bermuda Scheme of Arrangement.  A Bermuda Scheme Creditor may vote if such Creditors’ Bermuda Scheme of Arrangement Claim has been allowed for voting purposes.  A Claim can become allowed for voting purposes in the Bermuda Scheme of Arrangement in any of the following ways:

·if a Claim was Filed or scheduled in these Chapter 11 Cases and the Bermuda Scheme Creditor who holds such Claim is entitled to vote on the Plan; or

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·if a Non-Plan Third Party Creditor that submits a voting form or form of proxy in the Bermuda Scheme of Arrangement prior to the Voting Deadline.

Claims of the Bermuda Scheme Creditors Filed in these Chapter 11 Cases on or before the July 16, 2007 Bar Date (or the Employee Bar Date, as applicable) are deemed submitted in the Bermuda proceeding and Holders of such Claims will not be allowed to submit additional Claims in the Bermuda Scheme of Arrangement.  To be entitled to receive any distributions under the Bermuda Scheme of Arrangement, a Non-Plan Third Party Creditor’s Claim must be lodged by no later than four weeks from the date the Bermuda Scheme of Arrangement becomes effective (the “Bermuda Scheme of Arrangement Bar Date”).  However, a Non-Plan Third Party Creditor will not be entitled to vote on the Bermuda Scheme of Arrangement unless it submits its voting form or form of proxy on or before the Voting Deadline.

The Chairman of the Bermuda Creditors’ meeting may, for voting purposes only, reject a Claim in whole or in part, if he considers that it does not constitute a fair and reasonable assessment of the sums owed to the relevant Creditor.  The Chairman’s decision is final and binding.  He will, however, advise the Creditor of his decision prior to the meeting, if possible, and, in any event, afterwards.

The value of a Claim for voting purposes in the Bermuda Scheme of Arrangement will be taken net of any applicable security or set-off rights.

The amount of a Claim admitted for voting purposes by the Chairman of the Bermuda  Creditors’ meeting does not constitute an admission of the existence or amount of any liability of SCL and will not bind SCL, the JPLs, the administrators of the Bermuda Scheme of Arrangement or the Bermuda Scheme Creditors.

The Ballots received as part of the Solicitation Package will provide for dual voting on the Plan and the Bermuda Scheme of Arrangement.  Bermuda Scheme Creditors who vote to accept the Plan will be counted and deemed to have voted in favor of the Bermuda Scheme of Arrangement.  Bermuda Scheme Creditors who wish to vote in a manner other than that set out in the Ballot may request a special form of proxy from SCL in order to vote separately on the Bermuda Scheme of Arrangement.

Bermuda Scheme Creditors that did not receive the Solicitation Package and are permitted to submit a Claim in the Bermuda Scheme of Arrangement will receive copies of the Bermuda Scheme of Arrangement Explanatory Statement, this Disclosure Statement, the Bermuda Scheme of Arrangement, and a proxy form.  These Creditors may either attend the Bermuda Creditors’ meeting of their respective class in person or they may vote by giving the Chairman of the Bermuda Creditors’ meeting their proxy.  Giving a proxy will not prevent a Bermuda Scheme Creditor from attending and voting in person at the Bermuda Creditors’ meeting of such Creditor’s class should they wish to do so.  However, the proxy will not be entitled to vote if the relevant Bermuda Scheme Creditor votes in person at the meeting.

The Bermuda Scheme of Arrangement Explanatory Statement, which will be provided to all Bermuda Scheme Creditors, contains a recommendation by the board of directors of SCL that Bermuda Scheme Creditors vote in favor of the Bermuda Scheme of Arrangement.

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8.Voting Record Date for Holders of Claims in the Bermuda Scheme of Arrangement

The value, for voting purposes, of Claims in the Bermuda Scheme of Arrangement will be established as of October 15, 2006.  However, the record date for establishing which Creditors will be entitled to vote in the Bermuda Scheme of Arrangement is July 16, 2007 (or the Employee Bar Date, as applicable), except for Bermuda Scheme Creditors that lodge a claim in the Bermuda Scheme of Arrangement only and who failed to file a timely Claim in the Chapter 11 Cases (and such failure was not the result of willful default or lack of reasonable diligence or as otherwise ordered by the Bermuda Court), in which case the record date shall be the Voting Deadline.  This is because SCL believes that it is in the best interests of all the Debtors’ creditors for the Bermuda Scheme of Arrangement and the Plan to be as closely coordinated as possible.  SCL’s board of directors is also satisfied that no Bermuda Scheme Creditors will be prejudiced by the setting of the record date in this way.  Only Bermuda Scheme Creditors whose Claims have been allowed for voting purposes in the Bermuda Scheme of Arrangement will be entitled to vote in the Bermuda Scheme of Arrangement.

9.Corporate Representatives

Eligible Bermuda Scheme Creditors who are entitled to vote in the Bermuda Scheme of Arrangement separately from the Plan at the meetings of Bermuda Scheme Creditors convened by the Bermuda Court may, if they wish, attend and vote at the Bermuda Creditors’ meeting in person, instead of appointing a proxy to attend and vote on their behalf.  In the case of a corporation, it must appoint an individual to attend the meeting as its representative.  To vote at the meeting, the representative must produce a form of appointment evidencing that he or she is authorized to act as the corporation’s representative at the meeting.  Any Bermuda Scheme Creditor that has voted on the Plan may also attend the meeting in person, however, any proxy of such Bermuda Scheme Creditor shall not be entitled to vote.

10.Court Approval and Filing with the Registrar of Companies of Bermuda

For the Bermuda Scheme of Arrangement to become effective, the Bermuda Court must sanction the Scheme after it has been approved by the requisite majority of each class of Bermuda Scheme Creditors.  The Bermuda Court may impose such conditions as it thinks fit to the Bermuda Scheme of Arrangement but cannot impose any material changes.  A copy of the order sanctioning the Bermuda Scheme of Arrangement must then be delivered to the Bermuda Companies Registrar.

The Confirmation Hearing for the Plan will occur prior to the application to the Bermuda Court for sanction of the Bermuda Scheme of Arrangement.  If the Plan is not confirmed neither the Bermuda Scheme of Arrangement nor the U.K. Scheme of Arrangement will take effect.  If either the Bermuda Scheme of Arrangement or the U.K. Scheme of Arrangement is not approved and sanctioned, the Plan will not become effective.

If the Bermuda Scheme of Arrangement is sanctioned by the Bermuda Court and the order is delivered to the Bermuda Registrar, it will be effective and binding on all of the

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Bermuda Scheme Creditors, including those who may have voted against the Bermuda Scheme of Arrangement or the Plan, or who did not vote, provided that all other conditions are met.

11.Directors’ Interests

Directors of SCL may be shareholders and/or creditors of SCL.  To the extent that they are, the effect of the Bermuda Scheme of Arrangement on their interests does not differ from its effect on the like interests of other shareholders or creditors of SCL.

B.U.K. Scheme of Arrangement

The following is a brief summary of the U.K. Scheme of Arrangement that will be proposed for the Holders of U.K. Scheme Claims.  The U.K. Scheme Claims consist of the 1983 Pension Scheme Claims and the 1990 Pension Scheme Claims.  The SCSL Pension Schemes Claims that are being compromised under the U.K. Scheme of Arrangement will constitute a single class of Claims under the U.K. Scheme of Arrangement.

U.K. Scheme Claims Filed in these Chapter 11 Cases are deemed submitted in the U.K. and the process of adjudicating and allowing Claims will be conducted in the U.S. and will bind all Creditors.  Holders of U.K. Scheme Claims will receive the U.K. Scheme of Arrangement and the U.K. Scheme of Arrangement Explanatory Statement.  The U.K. Scheme of Arrangement and the U.K. Scheme of Arrangement Explanatory Statement will be included in the Plan Supplement.

Following a successful application to the English Court to convene a meeting of Holders of U.K. Scheme Claims, which application shall have exhibited to it the draft U.K. Scheme of Arrangement materials, the Holders of U.K. Scheme Claims will receive a copy of the U.K. Scheme of Arrangement materials which include the U.K. Scheme, the U.K. Scheme of Arrangement Explanatory Statement, this Disclosure Statement, and a proxy for purposes of voting on the U.K. Scheme of Arrangement.  The summaries of the U.K. Scheme of Arrangement provided in this Disclosure Statement and in the U.K. Scheme of Arrangement Explanatory Statement are qualified in their entirety by the U.K. Scheme of Arrangement itself, which is controlling in the event of any inconsistency.

1.Background to the Commencement of the U.K. Scheme of Arrangement

The Debtors, in consultation with their advisors, have determined that to ensure the effectiveness of the Plan in the U.K. and to implement the Pension Schemes Settlement Agreement, it is necessary for SCSL to propose a scheme of arrangement for the Holders of U.K. Scheme Claims pursuant to Part 26 of the Companies Act 2006 of Great Britain (the “U.K. Act”).

Pursuant to the Pension Schemes Settlement Agreement, the Pension Schemes Trustees have received a direct $194 million claim against SCL on account of the SCL Pension Schemes Claims.  The U.K. Scheme of Arrangement is being proposed, together with schemes of arrangement for certain Non-Debtor Subsidiaries, to ensure that the Pension Schemes Settlement Agreement is implemented in accordance with its terms and that the 1983 Pension Scheme and the 1990 Pension Scheme each maintain Pension Protection Fund eligibility.

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2.What is a Scheme of Arrangement?

A scheme of arrangement is a compromise or arrangement between a company and some or all of its creditors.  It is governed by section Part 26 of the U.K. Act. A scheme becomes binding on creditors when:

·a majority in number of those voting, representing three-quarters in value of those voting in each class of creditors, vote in person or by proxy in favor of the scheme at a specially convened meeting;

·the English Court subsequently makes an order approving the scheme; and

·a copy of that order is delivered to the Registrar of Companies for the U.K. for registration.

3.What is Proposed?

To assist with the Debtors’ chapter 11 reorganization, implement the Pension Schemes Settlement Agreement and ensure that the Holders of U.K. Scheme Claims are treated equally in the U.S. and the U.K., the U.K. Scheme of Arrangement and the Plan together enable a common system of distribution to be established.  The Holders of U.K. Scheme Claims who have Filed Claims under the Plan will be deemed to have claimed in the U.K. Scheme of Arrangement and will not be required to submit a separate claim in the U.K. Scheme of Arrangement.

The U.K. Scheme of Arrangement mirrors the provisions of the Plan in respect of the Holders of U.K. Scheme Claims.  In summary, the U.K. Scheme of Arrangement provides, in accordance with the terms of the Plan and the Pension Schemes Settlement Agreement, that the 1990 Pension Scheme Trustees will receive their distributions under the Plan plus $1 and the 1983 Pension Scheme Trustees will receive their distributions under the Plan plus $1 (unless such $1 was received from the 1983 Scheme of Deed Compromise).

4.Which Creditors are Affected?

The U.K. Scheme of Arrangement will only apply to Holders of U.K. Scheme Claims because no other Creditors of SCSL are being compromised as part of the U.K. Scheme of Arrangement.  Accordingly, only the Holders of U.K. Scheme Claims will be entitled to vote in the U.K. Scheme of Arrangement.

The U.K. Scheme of Arrangement will not affect or apply to the Claims of SCSL Creditors that have DIP Facility Claims, Administrative Claims, Priority Tax Claims, Other Secured Claims, SCSL Other Unsecured Claims, Intercompany Claims, Claims employees have or may assert against SCSL that give rise to Equalization-Related Employee Claims, or any other Claims to the extent that they have a valid security interest or certain rights of set-off in U.K.  The U.K. Scheme of Arrangement also will not affect any Claims maintained against SCL or SCC.

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5.What will be the Effect of the Passing of the U.K. Scheme of Arrangement on the Plan?

The U.K. Scheme of Arrangement, the Bermuda Scheme of Arrangement and the Plan are inter-conditional; one will not become effective without the others.

6.Treatment of SCL’s Equity Interests in SCSL

Under the laws of the England & Wales, shareholders are not entitled to a dividend in the liquidation of a company until all creditors have been paid in full.  As SCSL is insolvent and winding-down its operations, Sea Containers British Isles Limited, as SCSL’s sole shareholder, would have no right to distributions.  Sea Containers British Isles Limited, as shareholder, has no right to participate in the U.K. Scheme of Arrangement which is a creditors scheme of arrangement, dealing only with the Holders of U.K. Scheme Claims.

7.Voting on the U.K. Scheme of Arrangement

Once the English Court approves the U.K. Scheme of Arrangement and U.K. Explanatory Statement for distribution to Holders of the U.K. Scheme Claims, the English Court will schedule a meeting for Holders of U.K. Scheme Claims to consider and, if thought fit, approve the U.K. Scheme of Arrangement.  The 1983 Pension Scheme Trustees and the 1990 Pension Scheme Trustees each are deemed to have claimed in the U.K. Scheme of Arrangement and is entitled to attend and vote at the meeting.

U.K. Scheme Claims Filed in these Chapter 11 Cases on or before the July 16, 2007 Bar Date are deemed submitted in the U.K. proceeding and Holders of such Claims will not be allowed to submit additional Claims in the U.K. Scheme.  As the 1983 Pension Scheme and the 1990 Pension Scheme each Filed Claims in these Chapter 11 Cases on or before the July 16, 2007 Bar Date, the 1983 Pension Scheme Claims and the 1990 Pension Scheme Claims are deemed submitted in the U.K. proceeding and, consequently, the Pension Schemes cannot submit additional Claims in the U.K. Scheme of Arrangement.

The Chairman of the U.K. Creditors’ meeting may, for voting purposes only, reject a Claim in whole or in part, if he considers that it does not constitute a fair and reasonable assessment of the sums owed to the relevant Creditor.  The Chairman’s decision is final and binding.  He will, however, advise the Creditor of his decision prior to the meeting, if possible, and, in any event, afterwards.

The value of a Claim for voting purposes in the U.K. Scheme of Arrangement will be taken net of any applicable security or set-off rights.

The amount of a Claim admitted for voting purposes by the Chairman of the U.K. Creditors’ meeting does not constitute an admission of the existence or amount of any liability of SCSL and will not bind SCSL, the U.K. Scheme of Arrangement Administrator or Holders of U.K. Scheme Claims.

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Voting on the U.K. Scheme of Arrangement will occur prior or concurrently 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 as proxy.  Appointing a proxy will not prevent a U.K. Scheme Claim Holder from attending and voting in person at the U.K. Creditors’ meeting of such Holder’s Class should they wish to do so.  However, the proxy will not be entitled to vote if the relevant Holder of the U.K. Scheme Claim votes in person at the meeting.

8.Voting Record Date for Holders of Claims in the U.K. Scheme of Arrangement

The value, for voting purposes, of the 1983 Pension Scheme’s Claims and the 1990 Pension Scheme’s Claims in the U.K. Scheme of Arrangement will be established in accordance with the Pension Schemes Settlement Agreement.  The record date for establishing which U.K. Scheme of Arrangement creditors will be entitled to vote in the U.K. Scheme of Arrangement is July 16, 2007.  SCSL is also satisfied that no Holders of U.K. Scheme Claims will be prejudiced by the setting of the record date in this way.  Only the Holders of U.K. Scheme Claims whose Claims have been allowed for voting purposes in the U.K. Scheme of Arrangement will be entitled to vote in the U.K. Scheme of Arrangement.

9.Court Approval and Filing with the Registrar of Companies of the U.K.

For the U.K. Scheme of Arrangement to become effective, the English Court must sanction the U.K. Scheme of Arrangement after it has been approved by the requisite majority of Holders of U.K. Scheme Claims.  The English Court may impose such conditions as it thinks fit to the U.K. Scheme of Arrangement but cannot impose any material changes.  A copy of the order sanctioning the U.K. Scheme of Arrangement must then be delivered to the Registrar of Companies for the U.K. (the “U.K. Registrar”).

If the U.K. Scheme of Arrangement is sanctioned by the English Court and the order is delivered to the U.K. Registrar, subject to the approval of the Plan by the Bankruptcy Court and the requisite conditions regarding the effectiveness of the Bermuda Scheme of Arrangement being met, it will be effective and binding on all of the Holders of U.K. Scheme Claims including those who may have voted against the U.K. Scheme of Arrangement or the Plan, or who did not vote.

ARTICLE VI.
STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

The following is a brief summary of the Plan Confirmation process.  Holders of Claims and Interests are encouraged to review the relevant provisions of the Bankruptcy Code and/or to consult their own attorneys.

A.The Confirmation Hearing

Bankruptcy Code § 1128(a) requires the Bankruptcy Court, after notice, to hold a hearing on Confirmation of the Plan (the “Confirmation Hearing”).  Bankruptcy Code § 1128(b) provides that any party-in-interest may object to Confirmation of the Plan.

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THE BANKRUPTCY COURT HAS SCHEDULED THE CONFIRMATION HEARING FOR NOVEMBER 24, 2008 AT 10:00 A.M. EASTERN PREVAILING TIME BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, WILMINGTON, DELAWARE 19801.  THE CONFIRMATION HEARING MAY BE ADJOURNED FROM TIME TO TIME BY THE BANKRUPTCY COURT WITHOUT FURTHER NOTICE EXCEPT FOR AN ANNOUNCEMENT OF THE ADJOURNED DATE MADE AT THE CONFIRMATION HEARING OR ANY ADJOURNMENT THEREOF.

OBJECTIONS TO CONFIRMATION OF THE PLAN MUST BE FILED WITH THE BANKRUPTCY COURT AND SERVED ON THE DEBTORS OR BEFORE NOVEMBER 10, 2008 AT 4:00 P.M. EASTERN PREVAILING TIME IN ACCORDANCE WITH THE SOLICITATION NOTICE AND PROCEDURES.  UNLESS OBJECTIONS TO CONFIRMATION ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH THIS SOLICITATION PROCEDURES ORDER, THE SOLICITATION NOTICE, AND THE VOTING PROCEDURES, THEY WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

B.Confirmation Standards

To Confirm the Plan, the Bankruptcy Court must find that the Plan satisfies the applicable Confirmation requirements of Bankruptcy Code § 1129 listed below:

1.The Plan complies with the applicable provisions of the Bankruptcy Code;

2.The Debtors, as Plan proponents, will have complied with the applicable provisions of the Bankruptcy Code;

3.The Plan has been proposed in good faith and not by any means forbidden by law;

4.Any payment made or promised under the Plan for services or for costs and expenses in, or in connection with, these Chapter 11 Cases, or in connection with the Plan and incident to the case, has been disclosed to the Bankruptcy Court, and any such payment made before the Confirmation of the Plan is reasonable, or if such payment is to be fixed after the Confirmation of the Plan, such payment is subject to the approval of the Bankruptcy Court as reasonable;

5.With respect to each Class of Impaired Claims or Interests, either each Holder of a Claim or Interest of such Class has accepted the Plan or will receive or retain under the Plan on account of such Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated on such date under chapter 7 of the Bankruptcy Code;

6.Each Class of Claims or Interests that is entitled to vote on the Plan either has accepted the Plan or is not impaired under the Plan, or the Plan can be confirmed

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without the approval of each voting Class pursuant to Bankruptcy Code § 1129(b);

7.Except to the extent that the Holder of a particular Claim will agree to a different treatment of its Claim, the Plan provides that Allowed Administrative and Allowed Other Priority Claims will be paid in full on the Effective Date, or as soon as reasonably practicable thereafter;

8.At least one Class of Impaired Claims or Interests has accepted the Plan, determined without including any acceptance of the Plan by any insider holding a Claim in that Class;

9.Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors or any successors thereto under the Plan, unless such liquidation or reorganization is proposed in the Plan;

10.All required filing fees described in 28 U.S.C. § 1930, including the fees of the U.S. Trustee, will be paid as of the Effective Date; and

11.The Plan addresses payment of retiree benefits in accordance with Bankruptcy Code § 1114.

The Debtors believe that the Plan satisfies the requirements of Bankruptcy Code § 1129, including, without limitation, that: (a) the Plan satisfies or will satisfy all of the statutory requirements of chapter 11 of the Bankruptcy Code, (b) the Debtors have complied or will have complied with all of the requirements of chapter 11, and (c) the Plan has been proposed in good faith and not by any means forbidden by law.

C.Best Interests of Creditors Test/Liquidation Analysis and Valuation Analysis

Under Bankruptcy Code § 1129(a)(7), confirmation of a plan also requires finding that the plan is in the “best interests” of creditors.  Under the “best interests” test, the Bankruptcy Court must find (subject to certain exceptions) that the Debtors’ Plan provides, with respect to each Impaired Class, that each Holder of an Allowed Claim or Interest in such Impaired Class: (i) has accepted the Plan; or (ii) will receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.  To make these findings, the Bankruptcy Court must (a) estimate the cash proceeds that a chapter 7 trustee would generate if each of the Debtors’ Chapter 11 Cases were converted to liquidation cases under chapter 7 of the Bankruptcy Code and the assets of the Debtors’ estates were liquidated; (b) determine the liquidation distribution that each non-accepting Holder of a Claim or an Interest would receive from such liquidation proceeds under the priority scheme dictated in chapter 7; and (c) compare such Holder’s liquidation distribution to the distribution under the Plan that such Holder would receive if the Plan were Confirmed.

In chapter 7 cases, unsecured creditors and interest holders of a debtor are paid from available assets generally in the following order, with no junior class receiving any payments until all amounts due to senior classes have been paid fully or any such payment is provided for:

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(a) holders of secured claims (to the extent of the value of their collateral); (b) holders of priority claims; (c) holders of unsecured claims; (d) holders of claims expressly subordinated by its terms or by order of the bankruptcy court; and (e) holders of equity interests.

Of the foregoing groups of Claims, under the Plan, the DIP Facility Claims, Administrative Claims, Priority Tax Claims, Other Secured Claims, SCL Other Priority Claims, and Intercompany Claims are either unclassified or “Unimpaired,” meaning, in general, that the Plan will leave their legal, equitable, and contractual rights unaltered.  As a result, Holders of such Claims are deemed to accept the Plan and are not entitled to vote on the Plan.  In addition, as further discussed below, Holders of SCL Common Stock Interests are deemed to reject the Plan and, therefore, are not entitled to vote on the Plan.  The remainder of the Classes of Claims are “Impaired” under the Plan and are entitled to vote on the Plan.  Because the Bankruptcy Code requires that Creditors either accept the Plan or receive at least as much under the Plan as they would in a hypothetical chapter 7 liquidation, the operative “best interests” inquiry in the context of the Debtors’ Plan is whether in a chapter 7 liquidation, after accounting for recoveries by Secured, Priority, and Administrative Creditors, the Creditors and Interest Holders, who are “Impaired,” will receive more or less than under the Debtors’ Plan.  If the probable distribution to Impaired Creditors or Interest Holders is greater under a hypothetical chapter 7 liquidation than the distributions to be received by such Holders under the Plan, then the Plan is not in the best interests of Impaired Creditors and Interest Holders.

Because the Debtors propose that the Unsecured Creditors shall receive Newco Equity under the Plan, the Bankruptcy Court must evaluate the value of the Newco Equity to be distributed to Unsecured Creditors in comparison to the recoveries those unsecured creditors would receive in hypothetical chapter 7 liquidations of the Debtors.

1.Liquidation Analysis

The Debtors have prepared the Liquidation Analysis with respect to each of SCL, SCSL, and SCC.  The Debtors believe that if the Chapter 11 Cases were converted to cases under chapter 7 of the Bankruptcy Code, the value of any distributions would be less than the value of distributions under the Plan due to a number of factors, including the foreclosure of the DIP Lenders on their collateral, the likely reduction in asset sale proceeds resulting from enforced monetization within a relatively short time frame, increased administrative costs, the likely initiation of cross-border insolvency proceedings and the related reduction in repatriation proceeds, increased claims and potential litigation surrounding the Pension Schemes Settlement Agreement and the Master Transaction Agreement, including the likely termination of the Master Transaction Agreement, and the potential for a significant delay in the distribution of proceeds as the chapter 7 trustee and its advisors need time to become knowledgeable about these Chapter 11 Cases and the Claims.

The Debtors believe that any hypothetical liquidation analysis of SCL and SCSL is necessarily speculative.  The determination of the costs of, and proceeds from, the hypothetical liquidation of SCL’s and SCSL’s assets is an uncertain process involving the extensive use of estimates and assumptions that, although considered reasonable by the Debtors, are inherently subject to significant business, economic, and competitive uncertainties and contingencies beyond the control of the Debtors and their advisors.  Inevitably, some assumptions in the

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Liquidation Analysis would not materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could affect the ultimate results in an actual chapter 7 liquidation.  The Debtors and their advisors prepared the Liquidation Analysis for the sole purpose of generating a reasonable good-faith estimate of the proceeds that would be generated if the SCL’s and SCSL’s assets were liquidated in accordance with chapter 7 of the Bankruptcy Code.

The Liquidation Analysis is not intended and should not be used for any other purpose.  The underlying financial information in the Liquidation Analysis was not compiled or examined by independent accountants.  NEITHER THE DEBTORS NOR THEIR ADVISORS MAKE ANY REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS WOULD OR WOULD NOT APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED IN THE LIQUIDATION ANALYSIS.  ACTUAL RESULTS COULD VARY MATERIALLY.

In preparing the Liquidation Analysis, the Debtors analyzed the potential recoveries to Creditors under, and costs incurred in connection with, a chapter 7 liquidation.  In particular, in preparing the Liquidation Analysis, the Debtors and PwC, evaluated the range of possible values of all of SCL’s assets, including SCL’s owned containers, receivables owed to SCL from GE SeaCo on account of earnings and disposals of SCL’s owned containers and the GE SeaCo Class B Quotas (collectively, the “Owned Container Assets”), the GE SeaCo Class A Quotas and the Company’s assets other than the Owned Container Assets and the GE SeaCo Class A Quotas (collectively, the “Residual Assets”).  The Owned Container Assets consist primarily of SCL’s owned container fleet, which is in run-off (meaning that containers are sold and not replaced as they approach the end of their useful lives).

The Debtors also estimated the Allowed Claims based upon a review of Claims listed on the Debtors’ Schedules and Proofs of Claim Filed to date.  In addition, the Liquidation Analysis includes estimates of Allowed Claims not currently asserted in these Chapter 11 Cases, but which could be asserted and Allowed in a chapter 7 liquidation, including (but not limited to) Administrative Claims, wind-down costs, trustee fees, tax liabilities and the costs of future disputes and litigation.  To date, the Bankruptcy Court has not estimated or otherwise fixed the total amount of Allowed Claims set forth in the Liquidation Analysis.  The Debtors’ estimate of Allowed Claims set forth in the Liquidation Analysis should not be relied on for any other purpose, including determining the value of any distribution to be made on account of Allowed Claims and Interests under the Plan.  The Liquidation Analysis presents “High” and “Low” estimates of proceeds that would be available for distribution to Creditors under a chapter 7 liquidation.  These estimates present a range of assumptions regarding costs that would be incurred in connection with a  chapter 7 liquidation and the funds that would be available for distribution to Creditors.

NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS.  THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY AND SIGNIFICANTLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS.

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2.Plan Recovery Analysis

PwC has prepared a Plan Recovery Analysis that presents estimates of the proceeds that would be available for distribution to Creditors if the Plan were Confirmed and effectuated according to its terms.  In preparing the Plan Recovery Analysis, the Debtors and their advisors, in principal part, evaluated the value of SCL’s assets, including the Owned Container Assets, the Residual Assets, the GE SeaCo Class A Quotas, and estimated amounts of Claims against the Debtors’ Estates, claims against the Non-Debtor Subsidiaries and the reserves established under the Plan.  Similar to the Liquidation Analysis, the Plan Recovery Analysis presents “High” and “Low” estimates of proceeds that would be available for distribution to Creditors.  These estimates include a range of assumptions regarding costs that would be incurred to implement the Plan and the funds that would be available for distribution to Creditors under the Plan.

NEITHER THE DEBTORS NOR PWC MAKE ANY REPRESENTATION THAT THE ACTUAL OUTCOME WILL BE BETWEEN THE TWO CASES IF THE PLAN WERE TO BECOME EFFECTIVE AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.  FURTHER, THIS DISCUSSION OF THE PLAN RECOVERY ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE DISCUSSION OF THE RISK FACTORS CONTAINED IN ARTICLE VII.

The Plan Recovery Analysis contains estimates of the value of SCL’s assets.  In estimating the value of these assets, PwC, among other things:  (a) prepared a valuation range of the Owned Container Assets; (b) incorporated the valuation range prepared by Rothschild in respect of SCL’s GE SeaCo Class A Quotas; and (c) relied upon information prepared and provided by the Debtors and their advisors that have marketed the Residual Assets during these Chapter 11 Cases as to the value of the Residual Assets.

Further, in conducting its analysis of the valuation of the Owned Container Assets, PwC considered the following factors:  (a) the terms and conditions of the EMAs and the MLAs; (b) projections for the Owned Container Assets prepared by the Debtors; (c) debt capacity and cost of debt for the Owned Container Assets on a stand-alone basis; (d) the cost of equity of the Owned Container Assets on a stand-alone basis; and (e) certain other analyses as PwC deemed necessary under the circumstances.

In addition, another factor considered in determining the range of value of SCL’s assets was the net book value of SCL’s owned containers.  Attached as Appendix H to this Disclosure Statement is a schedule setting forth the estimated net book value as of June 30, 2008, of containers owned by SCL, organized by the major categories of containers.  The Debtors do not warrant or guaranty the accuracy or completeness of Appendix H, and the information set forth therein has not been audited and should not be relied upon for any purpose.  No later than September 30, 2008, the Debtors will file additional information regarding the average age and utilization rates of the owned containers, as well as applicable leasing and sales information.  Any inquiries relating to Appendix H should be directed to the Claims and Solicitation Agent.

In addition, PwC considered a range of potential risk factors related to the Owned Container Assets, including:  (a) the third party management of the Owned Container Assets;

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(b) the run-off nature of the Owned Container Assets; and (c) the age profile of the Owned Container Assets.

In calculating the value of the Owned Container Assets for purposes of the Plan Recovery Analysis, PwC discounted the Debtors’ projected container cash flows to equity holders after accounting for pro forma financing costs.  The projected cash flows were discounted at an appropriate cost of equity.  For the reasons described below, the discounted cash flow method for valuation was deemed superior to other commonly used methods (such as comparable transaction multiples and comparable trading multiples) due to the unique age characteristics of the SCL container fleet and the run-off nature of the portfolio.

In particular, with respect to comparable transaction multiples, almost no new containers have been added to the SCL container fleet since the inception of the GE SeaCo joint venture in 1998.  As a result, the average age of the SCL container fleet is in excess of twelve years old.  Since the Owned Container Assets are believed to be older than most other container portfolios, it is difficult to identify comparable container portfolios whose transaction multiples would be an appropriate benchmark for a hypothetical sale of the Owned Container Assets.

Trading multiples of publicly quoted container leasing companies also are not an appropriate basis upon which to determine the value of the Owned Container Assets since such trading multiples implicitly assume an ongoing business that will continue into perpetuity.  Given the run-off nature of the SCL container portfolio, trading multiples of other container leasing businesses would not be comparable to the hypothetical trading multiple of the SCL container portfolio.

In preparing the Plan Recovery Analysis, PwC also relied on:  (a) the Debtors’ estimate of future operating expenses and professional fees for the Debtors’ and Newco; (b) the Debtors’ estimate of claims and claim priorities determined through the process described in ARTICLE III.I.; and (c) such other analyses as PwC deemed necessary under the circumstances.

Further, as set forth above, the Plan Recovery Analysis takes account of Rothschild’s valuation of SCL’s GE SeaCo Class A Quotas.  In conducting its analysis of the valuation of SCL’s GE SeaCo Class A Quotas, Rothschild considered, among other things, the following factors:  (a) the terms and conditions of the governing agreements of the GE SeaCo joint venture; (b) the projections for GE SeaCo as prepared by the Debtors; (c); the current market conditions within which GE SeaCo operates; (d) future market trends and key risks as identified by the Debtors; and (e) conducted such other analyses as Rothschild deemed necessary under the circumstances.  Rothschild also considered a range of potential risk factors, including: (i) change in market conditions; (ii) variations in ability to fund future growth; (iii) the ability of GE SeaCo to grow the fleet in line with forecasts; and (iv) variations in the cost and return on acquiring new containers.

Rothschild employed generally accepted valuation techniques in its analysis of the value of SCL’s GE SeaCo Class A Quotas.  The three methodologies upon which Rothschild primarily relied are (i) comparable public company trading multiple analysis, (ii) comparable acquisition multiple analysis and (iii) discounted (equity) cash flow (“D(E)CF”) analysis.  These valuation methodologies reflect both the likely value the market would attribute to the business plan and

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operations of GE SeaCo, as well as longer term view of the intrinsic value of the cash flow projections in this business plan.

Comparable Public Company Trading Multiple Analysis.  In a comparable public company trading multiple analysis, a subject company is valued by comparing it with the valuation of publicly held companies in reasonably similar lines of business.  The comparable public companies are chosen based on, among other attributes, their similarity to the subject company’s size, operating performance and profitability, market presence, expected growth levels of the comparable companies relative to GE SeaCo and the nature of the comparable companies’ businesses.  The price that an investor is willing to pay in the public markets for each company’s publicly traded securities represents that company’s current and future prospects as well as the rate of return required on the investment.  Numerous financial multiples and ratios were developed to measure each company’s valuation and relative performance.  These trading multiples were then applied to historic financials or projections, as appropriate, of GE SeaCo to determine the range of enterprise values and equity values using this methodology.

Comparable Acquisition Analysis.  The comparable acquisition analysis was the second valuation methodology used to determine the value of SCL’s GE SeaCo Class A Quotas.  This approach entails calculating multiples of historic EBITDA, earnings, net assets and other measures based upon prices paid in mergers and acquisitions of companies similar to GE SeaCo.  These multiples were then applied to the GE SeaCo’s historic financials to determine the implied range of enterprise and equity values using this methodology.

D(E)CF Analysis.  The third valuation methodology that was used to determine the value of SCL’s GE SeaCo Class A Quotas was the discounted (equity) cash flow method.  The discounted (equity) cash flow of a business represents the present value of after-tax cash flows available to equity holders using an appropriate set of discount rates.  The D(E)CF approach takes into account the projected operating cash flows of the subject company by using company projections as the basis for the financial model.  The underlying concept of the D(E)CF approach is that after-tax cash flows are estimated for a projection period and a terminal value is estimated to determine the going concern value of the subject company at the end of the projection period.  These cash flows are then discounted at an appropriate cost of equity, which is determined by referring to, among other things, the cost of equity for other comparable companies in the industry.

PwC and Rothschild assumed, without independent verification, the accuracy, completeness, and fairness of all of the financial and other information available to it from public sources or as provided to PwC and Rothschild by the Debtors or their representatives.  PwC and Rothschild also assumed that the financial projections provided by the Debtors have been reasonably prepared on a basis reflecting the Debtors’ best estimates and judgment as to future operating and financial performance.  To the extent the valuation is dependent upon the Debtors’ or GE SeaCo’s achievement of the projections, the valuation must be considered speculative.  PwC and Rothschild do not make any representation or warranty as to the fairness of the terms of the Plan.

In addition to the foregoing, PwC relied upon the following assumptions in the Plan Recovery Analysis:

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·The Effective Date occurs on or about November 30, 2008;

·General financial, equity, and credit market conditions as of the Effective Date are assumed not to differ materially from those conditions prevailing as of the date of this Disclosure Statement;

·The valuation of the Debtors’ assets does not change between the date of this Disclosure Statement (or June 30, 2008 in the case of the GE SeaCo Class A Quotas and the Owned Container Assets) and the Effective Date;

·The assets of the Equalization Claim Reserve, the reserve for Equalization-Related Employee Claims, and the Non-Debtor Subsidiary Trust will be sufficient to settle all claims designed to be satisfied with the assets of such trust and reserves and no residual value in the trust and reserves will be available to be released to Creditors of the Debtors;

·There is no material change to the agreements between SCL, relevant SCL subsidiaries, and GE SeaCo between the time of filing of this Disclosure Statement and the Effective Date other than as contemplated under the Master Transaction Agreement; and

·There will not be any material changes in the tax status of the Debtors or the Non-Debtor Subsidiaries after the date of this Disclosure Statement.

The Debtors have estimated that the value of the potential range of recoveries for the Holders of SCL Other Unsecured Claims and the Pension Schemes Claims, can range from approximately 47% to approximately 61%.  Additionally, the Debtors have estimated that the value of the potential range of recoveries for the Holders of SCSL Other Unsecured Claims can range from approximately 45% to approximately 60%.

The estimated recovery percentages shown above reflect, among other things, an estimate of the total recoverable value of the Debtors’ assets as well as an estimate of the costs which SCL is likely to incur in confirming and implementing the Plan (including the winding up of the SCL group).  Substantially all of the value to be distributed to Holders of Other Unsecured Claims and the Pension Schemes will be in the form of Newco Equity.  Although the Debtors expect to generate value from the sale of the Residual Assets and repatriation to the Debtors of such sale proceeds and other Cash currently held by Non-Debtor Subsidiaries, a significant portion of such value and the Debtors’ current Cash balances will be used to repay a portion of the DIP Facility, repay the Newco Repatriation Note and to fund costs which Reorganized SCL is likely to incur or reserves which SCL will need to establish, in confirming and implementing the Plan.

As a result of such analyses, review, discussions, considerations and assumptions, PwC presented to the Debtors estimates that the total enterprise value (“TEV”) of Newco will be approximately $422 million to $499 million.  PwC reduced such TEV estimates by the estimated pro forma net debt levels of Newco (approximately $96 million net of the Repatriation Note of $50 million) to calculate the estimated total equity value of Newco.  PwC estimates that Newco’s equity value will range from $323 million to $403 million, with a midpoint value of $363 million

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or approximately $0.51 per share of Newco Equity, assuming one share is issued for each $1 of Allowed Claim against SCL, however, there will be a temporary dilution of the value per share of Newco Equity to approximately $0.49 per share pending determination of the Equalization Claim.

These estimated ranges of values and recoveries represent a hypothetical value that reflects the estimated intrinsic value of the Debtors derived through the application of various valuation methodologies.  As noted above, PwC’s and Rothschild’s estimates are based on economic, market, financial and other conditions as they exist on, and on the information made available as of, the date of this Disclosure Statement.  It should be understood that, although subsequent developments may affect PwC’s and Rothschild’s conclusions, after the Confirmation Hearing on the Plan, PwC and Rothschild do not have any obligation to update, revise or reaffirm their estimates.

The summary set forth above does not purport to be a complete description of the analyses performed by PwC or Rothschild. The preparation of an estimate involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods in the particular circumstances and, therefore, such an estimate is not readily susceptible to summary description.  The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial conditions and prospects of such a business.  As a result, the estimate of implied equity value set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein.  In addition, estimates of implied equity value do not purport to be appraisals, nor do they necessarily reflect the values that might be realized if assets were sold.  Depending on the results of the Debtors’ operations or changes in the financial markets, PwC’s and Rothschild’s valuation analysis as of the Effective Date may differ from that disclosed herein.

In addition, the valuation of newly issued securities, such as the Newco Equity is subject to additional uncertainties and contingencies, all of which are difficult to predict.  Actual market prices of such securities at issuance will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the liquidity of the market in the newly issued securities, the anticipated initial securities holdings of prepetition Creditors, some of which may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities.  Actual market prices of such securities also may be affected by other factors not possible to predict.  Accordingly, the implied equity value estimated by PwC does not necessarily reflect, and should not be construed as reflecting, values that will be attained in the public or private markets.

THE FOREGOING PLAN RECOVERY ANALYSIS IS BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES BEYOND THE CONTROL OF THE DEBTORS OR THE REORGANIZED DEBTORS.  ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE RANGES REFLECTED IN THE VALUATION WOULD BE REALIZED IF THE PLAN WERE TO BECOME EFFECTIVE, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.

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3.Application Of The Best Interests Test To The Liquidation Analysis And The Plan Recovery Analysis

Notwithstanding the difficulties in quantifying recoveries to Holders of Allowed Claims with precision, the Debtors believe that, taking into account the Liquidation Analysis and the Plan Recovery Analysis, the Plan satisfies the “best interests” test of Bankruptcy Code § 1129(a)(7).

Based upon the Plan Recovery Analysis and the Liquidation Analysis, the Debtors believe that the Holders of Allowed Claims will receive more under the Plan than they would in a hypothetical chapter 7 liquidation.  In particular, the Plan delivers the benefits of the Pension Schemes Settlement Agreement and the Master Transaction Agreement (which, among other things, is contingent on approval of the Plan).  The Plan provides a better distribution to Impaired Classes (i.e., among others, Unsecured Creditors) in either a high or low value liquidation scenario.

With respect to SCL, the Debtors estimate that the net proceeds available for distribution to SCL Creditors by a chapter 7 trustee would be approximately $296 million in a high value liquidation and approximately $143 million in a low value liquidation.  In either scenario, the chapter 7 liquidation proceeds would satisfy in full all DIP Facility Claims and Secured Claims.  In a chapter 7 scenario, Unsecured Creditors of SCL might receive a distribution as follows: 41% in a high value liquidation and 19% in a low value liquidation.  In a chapter 7 scenario with respect to SCSL, SCSL Unsecured Creditors might receive a distribution as follows: 36% in a high value liquidation and 11% in a low value liquidation.

Even though Unsecured Creditors of SCL and SCSL may receive a distribution in chapter 7 liquidation, that distribution is expected to be less than that which such Creditors would receive under the Plan.  As a result, the Plan satisfies the best interests test.

D.Financial Feasibility

Bankruptcy Code § 1129(a)(11) requires that a bankruptcy court find, as a condition to confirmation of a plan, that confirmation is not likely to be followed by the liquidation of reorganized debtors or the need for further financial reorganization, unless the plan contemplates such liquidation.  For purposes of demonstrating that the Plan meets this “feasibility” standard, the Debtors, together with PwC, have analyzed the ability of the Debtors, Reorganized SCL, and Newco to meet their obligations under the Plan and to retain sufficient liquidity and capital resources to conduct their activities.

The Debtors believe that the Plan meets the feasibility requirement set forth in Bankruptcy Code § 1129(a)(11), as Confirmation is not likely to be followed by liquidation or the need for further financial reorganization of Newco. In connection with the development of the Plan and for the purposes of determining whether the Plan satisfies this feasibility standard, the Debtors analyzed the ability of Newco to satisfy its financial obligations while maintaining sufficient liquidity and capital resources.  Management developed a business plan and PwC prepared financial projections (the “Financial Projections”) for Newco for the thirteen month period from December 1, 2008 to December 31, 2009 and for the years ending

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December 31, 2010, 2011, and 2012.  The Financial Projections for Newco are attached hereto as Appendix E.

The Financial Projections have been prepared on the assumption that the Effective Date is November 30, 2008, and are based on, and assume the successful implementation of the Debtors’ business plan for Newco.  Although the Debtors presently intend to seek to cause the Effective Date to occur as soon as practical following Confirmation of the Plan, there can be no assurance as to when the Effective Date will actually occur.

In general, as illustrated by the Financial Projections, the Debtors believe that with a significantly de-leveraged capital structure, Newco will be viable.  The Debtors project that GE SeaCo, Newco’s principal operating asset, should have sufficient Cash flow and availability to pay and service its debt obligations.  The Debtors also believe that GE SeaCo will have sufficient Cash to fund operations, thereby maintaining Newco’s value.  Accordingly, the Debtors believe that the Plan satisfies the feasibility requirement of Bankruptcy Code § 1129(a)(11).

THE FINANCIAL PROJECTIONS HAVE BEEN PREPARED BY THE DEBTORS’ MANAGEMENT WITH THE ASSISTANCE OF THEIR FINANCIAL ADVISORS.  THE FINANCIAL PROJECTIONS WERE NOT PREPARED TO COMPLY WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND THE RULES AND REGULATIONS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.  THE DEBTORS’ INDEPENDENT ACCOUNTANTS HAVE NEITHER EXAMINED NOR COMPILED THE FINANCIAL PROJECTIONS AND ACCORDINGLY, DO NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE FINANCIAL PROJECTIONS, ASSUME NO RESPONSIBILITY FOR THE FINANCIAL PROJECTIONS AND DISCLAIM ANY ASSOCIATION WITH THE FINANCIAL PROJECTIONS.  EXCEPT FOR PURPOSES OF THIS DISCLOSURE STATEMENT, THE DEBTORS DO NOT PUBLISH FINANCIAL PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION OR RESULTS OF OPERATIONS.

MOREOVER, THE FINANCIAL PROJECTIONS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, ACHIEVING OPERATING EFFICIENCIES, CURRENCY EXCHANGE RATE FLUCTUATIONS, MAINTAINING GOOD EMPLOYEE RELATIONS, EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND ACTIONS OF GOVERNMENTAL BODIES, NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, ACTS OF TERRORISM OR WAR, INDUSTRY-SPECIFIC RISK FACTORS (AS DETAILED IN ARTICLE VII OF THIS DISCLOSURE STATEMENT ENTITLED “CERTAIN FACTORS TO BE CONSIDERED PRIOR TO VOTING”) AND OTHER MARKET AND COMPETITIVE CONDITIONS.  HOLDERS OF CLAIMS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE

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DATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE.  ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS UNDERTAKE NO OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

THE FINANCIAL PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS’ CONTROL.  THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE FINANCIAL PROJECTIONS OR TO THE DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS.  SOME ASSUMPTIONS INEVITABLY WILL BE INCORRECT. MOREOVER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE FINANCIAL PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER.  THE DEBTORS DO NOT INTEND AND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE FINANCIAL PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE THIS DISCLOSURE STATEMENT IS INITIALLY FILED OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.  THE FINANCIAL PROJECTIONS THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.  IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS OR INTERESTS MUST MAKE THEIR OWN DETERMINATIONS AS TO THE REASONABLENESS OF SUCH ASSUMPTIONS AND THE RELIABILITY OF THE FINANCIAL PROJECTIONS. (SEE, ARTICLE VII OF THIS DISCLOSURE STATEMENT, “CERTAIN FACTORS TO BE CONSIDERED PRIOR TO VOTING.”)

E.Acceptance By Impaired Classes

The Bankruptcy Code also requires, as a condition to confirmation, that, except as described in the following section, each class of claims or equity interests that is impaired under the plan accept the plan.  A class that is not “impaired” under a chapter 11 plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such class is not required.  A class is “impaired” unless the plan (a) leaves unaltered the legal, equitable, and contractual rights to which the claim or equity interest entitles the holder of such claim or equity interest, (b) cures any default and reinstates the original terms of the obligation, or (c) provides that, on the consummation date, the holder of such claim or equity interest receives cash equal to the allowed amount of that claim or, with respect to any equity interest, the greatest of (i) any fixed liquidation preference to which the holder of such equity interest is entitled to, (ii) any

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fixed price at which the debtor, under the terms of the equity security, may redeem the security, or (iii) the value, as of the effective date of the plan, of the holder’s interest in the debtor.

Bankruptcy Code § 1126(c) defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of claims in that class, but for that purpose counts only those who actually vote to accept or to reject the plan.  Thus, a class of claims will have voted to accept the plan only if two-thirds in amount and a majority in number actually voting cast their ballots in favor of acceptance.

The Claims in Classes 1, 2A, 4B, and 4C are Unimpaired under the Plan and, as a result, the Holders of such Claims are deemed to have accepted the Plan.

The Claims in Classes 2B, 2C, 3A, 3B, and 4A are Impaired under the Plan, and the Holders of Claims in such Classes are entitled to vote on the Plan.  Pursuant to Bankruptcy Code § 1126(d), the Holders of Claims in such Classes must accept the Plan for the Plan to be Confirmed without application of the “fair and equitable test” to such Classes, and without considering whether the Plan “discriminates unfairly” with respect to such Classes, as both standards are described herein.  As stated above, Classes of Claims will have accepted the Plan if the Plan is accepted by at least two-thirds in amount and a majority in number of the Claims of each such Class (other than any Claims of Creditors designated under Bankruptcy Code § 1126(e)) that have voted to accept or reject the Plan.

F.Confirmation Without Acceptance By All Impaired Classes

Bankruptcy Code § 1129(b) allows a bankruptcy court to confirm a plan, even if such plan has not been accepted by all impaired classes entitled to vote on such plan, provided that such plan has been accepted by at least one impaired class.  Pursuant to Bankruptcy Code § 1129(b), notwithstanding an impaired class’s rejection or deemed rejection of a chapter 11 plan, the plan shall be confirmed, at the plan proponent’s request, in a procedure commonly known as “cram down,” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

1.No Unfair Discrimination

In general, a plan does not discriminate unfairly if it provides a treatment to the class that is substantially equivalent to the treatment that is provided to other classes that have equal rank.  The test does not require that the treatment be the same or equivalent, but that such treatment be “fair.”  In determining whether a plan discriminates unfairly, courts will take into account a number of factors, including the effect of applicable subordination agreements between parties.  Accordingly, two classes of unsecured creditors could be treated differently without unfairly discriminating against either class.

2.Fair and Equitable Test

This test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100% of the

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amount of the allowed claims in such class.  As to the dissenting class, the test sets different standards depending on the type of claims or equity interests in such class.

The condition that a plan be “fair and equitable” with respect to a non-accepting class of secured claims includes the requirements that:  (a) the holders of such secured claims retain the Liens securing such claims to the extent of the allowed amount of the secured claims, whether the property subject to the Liens is retained by debtor or transferred to another entity under the plan; and (b) each holder of a secured claim in the class receives deferred cash payments totaling at least the allowed amount of such claim with a present value, as of the Effective Date, at least equivalent to the value of the secured claimant’s interest in the debtor’s property subject to the Liens.

The condition that a plan be “fair and equitable” with respect to a non-accepting class of unsecured claims includes the requirement that either: (a) the plan provides that each holder of a claim of such class receive or retain on account of such claim property of a value, as of the Effective Date, equal to the allowed amount of such claim; or (b) the holder of any claim or interest that is junior to the claims of such class will not receive or retain any property under the plan on account of such junior claim or interest.

The condition that a plan be “fair and equitable” with respect to a non-accepting class of equity interests includes the requirements that either: (a) the plan provides that each holder of an equity interest in such class receive or retain under the plan on account of such equity interest property of a value, as of the Effective Date, equal to the greater of (i) the allowed amount of any fixed liquidation preference to which such holder is entitled, (ii) any fixed redemption price to which such holder is entitled, or (iii) the value of such interest; or (b) if the class does not receive such an amount as required under (a), no class of equity interests junior to the non-accepting class may receive a distribution under the plan.

The Debtors shall seek Confirmation of the Plan pursuant to Bankruptcy Code § 1129(b), as applicable, in view of the deemed rejection by Class 5.  To the extent that any other Classes vote to reject the Plan, the Debtors further reserve the right to seek (1) Confirmation of the Plan under Bankruptcy Code § 1129(b) and/or (2) modify the Plan.  Bankruptcy Code § 1129(a)(10) shall be satisfied for purposes of Confirmation by acceptance of the Plan by at least one Class that is Impaired under the Plan.

The votes of Holders of Class 5 (SCL Subordinated Securities and SCL Interests) will not be solicited because as set forth in ARTICLE III of the Plan, there will be no distribution to the Holders of Class 5 Claims (SCL Subordinated Securities and SCL Interests).  Class 5, therefore, is conclusively deemed to have rejected the Plan pursuant to Bankruptcy Code § 1126(g).

Notwithstanding the deemed rejection by Class 5, the Debtors believe that the Plan does not “discriminate unfairly” against any Impaired Class of Claims or Equity Interests and satisfies the “fair and equitable” requirement.  With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other classes that have equal rank.  With respect to the fair and equitable requirement, as set forth above and in the Plan, all Holders of Secured Claims shall retain the Liens securing such Claims to the extent of the Allowed amount of the Secured Claims or shall

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receive deferred cash payments totaling at least the allowed amount of such Claim with a present value, as of the Effective Date, at least equivalent to the value of the secured claimant’s interest in the Debtors’ property subject to the Liens.  Holders of Unsecured Claims will not receive a distribution equal to the Allowed amount of their Claims but no junior Claim or Interest receives any distribution under the Plan.  Holders of Interests will receive no distribution under the Plan.  Therefore, the requirements of Bankruptcy Code § 1129(b) would be satisfied in the event of nonconsensual confirmation of the Plan.

ARTICLE VII.
CERTAIN FACTORS TO BE CONSIDERED PRIOR TO VOTING

PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN, ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT.  THESE FACTORS SHOULD NOT, HOWEVER, BE CONSIDERED AS THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN AND ITS IMPLEMENTATION.

A.General

The following provides a summary of various important considerations and risk factors associated with the Plan.  However, it is not exhaustive.  In considering whether to vote for or against the Plan, Holders of Claims or Interests should read and carefully consider the factors set forth below, as well as all other information set forth or otherwise referenced in this Disclosure Statement.

B.Certain Bankruptcy Considerations

1.Undue Delay in Confirmation May Significantly Disrupt Operations of the Debtors

The impact that a continued prolonging of these Chapter 11 Cases may have on operations of the Debtors cannot be accurately predicted or quantified.  The continuation of these Chapter 11 Cases, particularly if the Plan is not approved or confirmed in the time frame currently contemplated, could further adversely affect operations and relationships with the Debtors’ customers, vendors, employees, regulators, and creditors.  If Confirmation and Consummation of the Plan do not occur expeditiously, these Chapter 11 Cases could result in, among other things, increased costs for Professional fees and similar expenses.  Failure to confirm the Plan also could further weaken SCL’s liquidity position, which could put at risk the Debtors’ exit from chapter 11.

2.The Debtors May Not Be Able to Obtain Confirmation of the Plan.

The Debtors cannot ensure that they will receive the requisite acceptances to confirm the Plan.  Even if the Debtors receive the requisite acceptances, the Debtors cannot ensure that the Bankruptcy Court will confirm the Plan.  A non-accepting Creditor or an Equity Holder might challenge the adequacy of this Disclosure Statement or whether the balloting procedures and voting results are in compliance with the Bankruptcy Code or Bankruptcy Rules.  Even if the

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Bankruptcy Court determined that this Disclosure Statement, the balloting procedures and voting results were appropriate, the Bankruptcy Court could still decline to Confirm the Plan if it found that any of the statutory requirements for Confirmation had not been met, including that the terms of the Plan are “fair and equitable” to non-accepting Classes.

Bankruptcy Code § 1129 sets forth the requirements for confirmation and requires, among other things, a finding by the bankruptcy court that:  (a) the plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of the plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting holders of claims and equity interests within a particular class under the plan will not be less than the value of distributions such holders would receive if the debtors were liquidated under chapter 7 of the Bankruptcy Code.  While there can be no assurance that these requirements will be met, the Debtors believe that the Plan will not be followed by a need for further financial reorganization and that non-accepting Holders within each Class under the Plan will receive distributions at least as great as would be received following a liquidation under chapter 7 of the Bankruptcy Code when taking into consideration all Administrative Claims and costs associated with any such chapter 7 case.  The Debtors believe that Holders of Interests in the Debtors would receive no distribution either under liquidation pursuant to chapter 7 or under chapter 11.

The Confirmation and Consummation of the Plan also are subject to certain conditions described in ARTICLE IV above.  If the Plan is not Confirmed, it is unclear whether a restructuring of the Debtors could be implemented and what distributions Holders of Claims or Interests ultimately would receive with respect to their Claims or Interests.  If an alternative reorganization could not be agreed to, it is possible that the Debtors would have to liquidate their assets, in which case the Debtors believe Holders of Claims and Interests would receive substantially less favorable treatment than they would receive under the Plan.

The Debtors, subject to the terms and conditions of the Plan, reserve the right to modify the terms of the Plan as necessary for Confirmation.  Any such modification could result in a less favorable treatment of any non-accepting Class, as well as of any Classes junior to such non-accepting Class, than the treatment currently provided in the Plan.  Such a less favorable treatment could include a distribution of property to the Class affected by the modification of a lesser value than currently provided in the Plan or no distribution of property whatsoever under the Plan.

3.Parties in Interest May Object to the Debtors’ Classification of Claims

Bankruptcy Code § 1122 provides that a chapter 11 plan may place a class or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class.  The Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests, each containing Claims or Interests, as applicable, that are substantially similar to the other Claims and Interests in each such Class.  Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

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4.Failure to Satisfy Vote Requirement

If votes are received in number and amount sufficient to enable the Bankruptcy Court to Confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan.  In the event that sufficient votes are not received, the Debtors may seek to accomplish an alternative chapter 11 plan.  There can be no assurance that the terms of any such alternative chapter 11 plan would be similar to or as favorable to the Holders of Allowed Claims as those proposed in the Plan.

5.The Debtors May Object to the Amount or Classification of a Claim and Procedures for Contingent and Unliquidated Claims

The Debtors reserve the right to object to the amount or the classification of any Claim.  The estimates set forth in this Disclosure Statement cannot be relied on by any Holder of a Claim whose Claim is subject to an objection.  Any such Holder of a Claim may not receive its anticipated share of the estimated distributions described in this Disclosure Statement.

Moreover, notwithstanding any language in any Holder’s Proof of Claim or otherwise, the Holder of a contingent or unliquidated Claim shall not be entitled to receive or recover any amount in excess of the amount: (a) stated in the Holder’s Proof of Claim, if any, as of the Distribution Record Date; or (b) if the Proof of Claim provides an unliquidated amount of such Holders’ Claim on the Distribution Record Date, the amount the Debtors elect to withhold on account of such Claim in the Newco Stock Reserve.

6.Nonconsensual Confirmation

In the event that any impaired class of claims or equity interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm such plan at the proponents’ request if at least one impaired class has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired classes.  The Debtors believe that the Plan satisfies these requirements and the Debtors may request such nonconsensual Confirmation in accordance with Bankruptcy Code § 1129(b).  Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion.

7.Risks Arising from the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement

The Debtors anticipate that the Bermuda Court will sanction the Bermuda Scheme of Arrangement and the English Court will sanction the U.K. Scheme of Arrangement.  However, there can be no assurance that sufficient Bermuda Scheme Creditors will vote in favor of the Bermuda Scheme of Arrangement for it to be approved or that sufficient Holders of U.K. Scheme Claims will vote in favor of the U.K. Scheme of Arrangement for it to be approved.  In addition, there remains a risk that the Bermuda Court may not sanction the Bermuda Scheme of Arrangement and that the English Court may not sanction the U.K. Scheme of Arrangement.  Because the Plan becoming effective is conditional on the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement becoming effective, the Effective Date of the Plan cannot

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occur unless the Bermuda Scheme of Arrangement and the U.K. Scheme of Arrangement are approved by their respective Creditors and then sanctioned by the Bermuda Court and the English Court, respectively.

8.Risk of Not Obtaining Exit Financing

The Plan is predicated, among other things, on obtaining the Exit Facility.  The Debtors have not yet received a commitment with respect to the Exit Facility and there can be no assurance that the Debtors will be able to obtain the Exit Facility.  If the Debtors cannot secure exit financing, the Plan cannot be Confirmed.

9.Risk of Non-Occurrence of the Effective Date

Although the Debtors believe that the Effective Date may occur very quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur.

10.Contingencies Not to Affect Votes of Impaired Classes to Accept the Plan

The distributions available to Holders of Allowed Claims under the Plan can be affected by a certain contingencies, including, without limitation, whether the Bankruptcy Court orders certain Claims to be subordinated to other Claims.  The occurrence of such contingencies which could affect distributions available to Holders of Allowed Claims under the Plan, however, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes.

11.The Actual Allowed Amounts of Claims May Differ from the Estimated Claims and Adversely Affect the Percentage Recovery on Unsecured Claims

The estimates of Claims set forth in this Disclosure Statement are based on various assumptions.  Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual amounts of Allowed Claims may differ significantly from the estimated amount of Allowed Claims contained herein.  In addition, it is possible that additional Claims could be asserted as part of the Bermuda Scheme of Arrangement.  As a result, such differences or additional Claims may materially and adversely affect the recovery to Holders of Allowed Claims under the Plan.

12.Risks With Respect to Non-Debtor Subsidiary Directors’ Support of the U.K. Scheme of Arrangement and the Bermuda Scheme of Arrangement

While the directors of Non-Debtors Subsidiaries have indicated their support for the Plan, the U.K. Scheme of Arrangement and the Bermuda Scheme of Arrangement, should these directors for any reason withdraw their support, this could significantly delay Confirmation of the Plan and the approval of both the U.K. Scheme of Arrangement and the Bermuda Scheme of Arrangement.

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13.Risks With Respect to the SC America Pension Plan

Sea Containers America Inc. has established a pension plan for certain of its employees known as the SC America Pension Plan (the “SCA Pension Plan”).  The SCA Pension Plan is covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) 29 U.S.C. § 1301 et seq.

The Pension Benefit Guaranty Corporation (“PBGC”) is the United States Government corporation that guarantees the payment of certain pension benefits upon termination of a pension plan covered by ERISA.  When an underfunded pension plan terminates with insufficient assets to pay benefits, PBGC generally becomes statutory trustee of the plan and pays benefits to the plan’s participants up to statutory limits.

PBGC asserts that SC America and all members of its controlled group, within the meaning of ERISA, 29 U.S.C. § 1301(a)(14), which includes the Debtors, are joint and severally obligated to contribute to the SCA Pension Plan the amounts necessary to satisfy ERISA’s and the Internal Revenue Code’s minimum funding standards (“Minimum Funding Contributions”) with respect to the SCA Pension Plan.  See 29 U.S.C. §§ 1082 and 1083 (as to section 1083, effective for pension plans years beginning after December 31, 2007); 26 U.S.C. §§ 412 and 430 (as to § 430, effective for pension plan years beginning after December 31, 2007).  PBGC asserts that SC America and all members of its controlled group, including the Debtors, are also jointly and severally liable for insurance premiums owed to PBGC.  See 29 U.S.C. § 1306.

PBGC estimates that the SCA Pension Plan is underfunded on a termination basis in the amount of $2,047,651.00 and that unpaid Minimum Funding Contributions are due in the amount of approximately $10,469.00.  PBGC has filed claims with respect to these amounts.  PBGC has also filed a claim for statutory premiums owed to it in an unliquidated amount.

SC America has recently obtained a third-party actuarial valuation of the SCA Pension Plan which indicated that the SCA Pension Plan was underfunded in the amount of $2,232,898.00 as of January 1, 2008.  The directors of SC America recently made timely payment of a minimum SCA Pension Plan contribution for the Plan Year 2007 of $221,937 that was due on September 15, 2008.

SC America intends to terminate the SCA Pension Plan in a standard termination in accordance with ERISA and corresponding regulations.  See 29 U.S.C. § 1341(b); 29 C.F.R. §§ 4041.21-4043.31.  A standard termination requires sufficient assets to pay all of the SCA Pension Plan’s accrued benefits.  See 29 U.S.C. § 1341(b)(2)(A)(i)(III).  The Debtors and SC America have represented that the proceeds from the sale of a Non-Debtor Subsidiary of SC America, Charleston Marine Containers Inc., which is anticipated to be sold by October 31, 2008, will be used to fund the SCA Pension Plan fully in order to complete the standard termination (the “CMCI Sale”).  In the event that the CMCI Sale is not completed prior to the Effective Date, the Debtors intend to set aside sufficient value in the Non-Debtor Subsidiary Reserve to satisfy PBGC and the Directors of SC America that the SCA Pension Plan liability will be settled through a standard termination.  If a standard termination of the SCA Pension Plan is not feasible under ERISA, SC America and Debtors may seek to terminate the SCA Pension Plan in a distress termination.  See 29 U.S.C. § 1341(c).  PBGC asserts that if SC America and

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the Debtors fail to meet the statutory requirements for a distress termination, the SCA Pension Plan would remain ongoing, and Debtors would remain jointly and severally liable for amounts owed in continuing the Pension Plan.

The Pension Plan may also be terminated by a PBGC-initiated termination under ERISA.  See 29 U.S.C. § 1342.  If the SCA Pension Plan terminates in a distress termination or a PBGC-initiated termination, PBGC asserts that it has the following bankruptcy claims, for which PBGC asserts the Debtors and their controlled group members are jointly and severally liable: (a) the total amount of unpaid Minimum Funding Contributions owed to the SCA Pension Plan, in the estimated amount of $10,469.00; (b) the SCA Pension Plan’s Unfunded Benefit Liabilities in the amount of $2,047,651.00; and (c) unpaid variable and flat-rate premiums owed to PBGC under ERISA § 1307 in an unliquidated amount.  PBGC also asserts that, if the SCA Pension Plan terminates in a distress termination or a PBGC-initiated termination, PBGC may have a postpetition administrative expense claim for termination premiums in an estimated amount of $67,000.  See 29 U.S.C. § 1306(a)(7).

PBGC also asserts that the termination of the SCA Pension Plan, whether in a standard, distress, or PBGC-initiated termination, must be in conformity with statutory requirements under ERISA, the IRC, and corresponding regulations.

The Debtors disagree with and dispute PBGC’s assertions and reserve their rights with respect thereto.

C.Factors Relating to Newco’s Business

1.Risks Related to Newco’s Container Leasing Operations

Newco’s principal assets are its Container Interests, including the GE SeaCo Class A Quotas and the containers owned by Sea Containers SPC Ltd.  It also will hold a note issued by SCL (discussed below) and certain receivables due from GE SeaCo (discussed below).  It is therefore exposed to the following risks from container related operations:

a.GE SeaCo may be unable to compete favorably in the highly competitive container leasing and sales business.

The container leasing and sales business is highly competitive.  GE SeaCo competes with:

·five major leasing companies;

·many smaller lessors;

·manufacturers of container equipment;

·companies offering finance leases, as distinct from operating leases;

·promoters of container ownership and leasing as a tax shelter investment;

·container shipping lines, which lease their excess stocks of containers from time to time; and

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·suppliers of alternative types of equipment for freight transport.

Competition among container leasing companies depends upon several factors that include:

·lease rates;

·the availability, quality, age and individual characteristics of equipment; and

·customer services.

b.A decrease in the volume of world trade and other operating factors may adversely affect GE SeaCo’s and Newco’s container leasing businesses.

Demand for leased containers depends largely on levels of international trade and economic growth, both global and regional.  Cyclical recessions can negatively affect lessors’ operating results because, during economic downturns or periods of reduced trade, ocean carriers may lease fewer containers and rely more on their owned fleets to satisfy their container requirements, or may lease containers only at reduced rates.  Thus, a slowdown in economic growth or trade may adversely affect GE SeaCo’s container leasing businesses.  Newco cannot predict whether or when cyclical downturns will occur in the leasing industry.

c.Changes in the purchase price of new containers

Significant changes in the price of new containers can both favor and/or adversely affect GE SeaCo’s  containers leasing business.  Currently new container prices are relatively high, as a result of strong steel prices and other input costs as well as high demand from ocean carriers.  A reduction in purchase prices for new containers may lead to lower per diem leasing charges not just for the new containers but also for older containers purchased at higher historic prices, reducing the profitability of the whole fleet.  In addition a reduction in the purchase price for new containers may also lead to lower disposal prices for older containers.  Lower purchase prices can be of benefit if existing per diem leasing charges are sustained, as this gives rise to both a higher yield on new investments and possible price support in the disposal of old containers.  Newco cannot predict whether the purchase price of new containers will significantly change from present levels and what the overall impact that change will have on the container leasing industry generally and Newco in particular.

d.Other factors affecting demand of containers

Other general factors affecting demand for leased containers include:

·the available supply and prices of new and used containers, including the market acceptance of new container types and overbuying by competitors and customers;

·economic conditions and competitive pressures in the shipping industry, including fluctuating ship charter and freight rates, containership fleet overcapacity or under capacity, and expansion, consolidation or withdrawal of individual customers in that industry;

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·improved efficiency of shipping lines operations resulting in less need for leased containers;

·shifting trends and patterns of cargo traffic;

·the availability and terms of equipment financing;

·fluctuations in interest rates and foreign currency values;

·import/export tariffs and restrictions;

·foreign exchange controls; and

·other governmental regulations and political or economic factors that are inherently unpredictable and may be beyond GE SeaCo’s and Newco’s control.

e.Lease rates or utilization for containers may decrease, or GE SeaCo or Newco may be unable to meet container demand

GE SeaCo’s and Newco’s revenue from container leasing is variable and largely depends on lease rates, equipment utilization and equipment availability.  Lease rates depend on;

·the type and length of the lease,

·the type and age of the equipment,

·the application of the SeaCover container damage program to equipment maintenance obligations under the lease,

·competition, as more fully discussed above,

·interest rates,

·new container prices, and

·economic conditions, including world trade and other factors more fully discussed above.

In recent years, lease rate yields have declined, and may decline further in the future, thereby detracting from the economic returns on higher valued existing equipment.

Utilization is the ratio of containers on lease to the total container fleet and may also fluctuate due to these same factors.  While utilization has been generally high over recent years, there may a be a decline in utilization in future years.

In order to meet anticipated demand promptly, GE SeaCo maintains inventories of available containers at various factories and depots worldwide.  As demand is difficult to estimate, however, these inventories may be too large or too small in any specific location, and repositioning equipment in a timely manner may not be economically feasible.  Also, container supply from manufacturers involves a time delay between order placement and equipment delivery, as a result of which revenue may be restrained when demand is strong or may not be realized by the time equipment is delivered.

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f.If GE SeaCo or SCL sells large quantities of equipment, gains or losses on sale of equipment will fluctuate and may be significant

From time to time, GE SeaCo sells equipment that it or Newco owns, both containers on lease to the customers and idle equipment off lease.  Equipment is typically sold if it is in the best interest of the owner to do so after taking into consideration the book value, physical condition, location, remaining useful life, suitability for leasing or other uses, and the prevailing local sales price for the equipment.  As these considerations vary, gains or losses on sale of equipment will also fluctuate and may be significant if GE SeaCo sells large quantities of equipment.  In recent years, GE SeaCo has stepped up its sale program on behalf of its partners to dispose of older units.

g.Repositioning costs may adversely affect GE SeaCo’s and Newco’s profitability

If lessees return equipment to locations where supply exceeds demand, GE SeaCo may reposition containers to higher demand areas.  Repositioning expenses vary depending on geographic location, distance, freight rates and other factors, and may not be fully covered by drop-off charges collected from the last lessees of the equipment or pick-up charges paid by the new lessees.  Also, demand may not be as great as anticipated after repositioning has occurred so that the equipment may remain idle.  GE SeaCo must carefully balance the revenue and potential revenue against the costs of repositioning, which may be substantial.

h.GE SeaCo and Newco may lose revenue and incur additional operating expenses when container lessees default on their leases

When lessees of containers default, the containers may be returned in locations where GE SeaCo or Newco cannot efficiently re-lease them or profitably sell them, or they may be lost.  GE SeaCo or Newco may have to repair and reposition these containers where they can be re-leased, which could be expensive depending on the locations and distances involved. Alternatively, the containers may be sold where they are located.  As a result, GE SeaCo and Newco may lose lease revenue, have to impair accounts receivable, incur additional operating expenses in repossessing and storing the equipment, and lose equipment if it cannot be recovered.  While historically, defaults by lessees, as measured by allowances for specific doubtful accounts, have not been material as a percentage of container revenue, there can be no assurance that any future defaults will not be material.

i.GE SeaCo and Newco may be subject to environmental liability that could adversely affect their businesses and financial condition despite insurance coverage

In certain countries like the United States, the owner of a leased container may be liable for the costs of environmental damage from the discharge of the contents of the container even though the lessor is not at fault.  GE SeaCo maintains insurance against property damage and third-party liability for its owned containers and those of its partners, and lessees are required to obtain similar insurance and to provide indemnity against loss.  However, insurance or

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indemnities may not fully protect GE SeaCo or Newco against damages arising from environmental damage.

Many countries impose limitations on the production of chlorofluorocarbon CFC refrigerants because of their ozone depleting and global warming effects.  All refrigerated containers in the GE SeaCo-owned fleet have been charged with non-CFC refrigerant gas, and most of the older Newco units have been converted or disposed of.  Future government regulation of CFC or other refrigerants and synthetic insulation materials, however, might require refrigerated containers using non-conforming substances to be retrofitted with conforming ones.  In that event, GE SeaCo or Newco would have to bear all or a large portion of the cost to convert the units.

j.GE SeaCo is currently managing an ambitious information technology and overhead reduction program that is essential to its future competitiveness

GE SeaCo’s information technology and overhead reduction program is well advanced but not yet complete.  There have been cost overruns and implementation delays in connection with the implementation of the information technology program.  There are remaining risks in this program and should GE SeaCo be unable to fully achieve its goals to deliver, within budget, first class information technology and reduce its selling, general, and administrative expenses, its financial performance and future competitiveness could be adversely affected.

k.GE SeaCo and Newco may be subject to custom duties and other taxation arising from the operational location of its container unit, which could affect their business and financial condition

GE SeaCo and SCL (for Newco) have over the past 12 months conducted a detailed review of GE SeaCo’s exposure to customs duties in the countries in which GE SeaCo owned or managed containers are located, and believe GE SeaCo has taken appropriate steps to manage and minimize such exposure.  However, the rules concerning such custom duties and other similar local taxes are often opaque and can be subject to change, giving rise to the potential for additional liabilities and disruption to the business operations going forward.

l.Risks relating to GE SeaCo corporate governance

So long as GE Capital continues to own at least twenty percent of the Class A Quotas, GE Capital will have the right to designate five out of the nine members of the GE SeaCo board of managers (with the other four managers being designated by Newco).  As a result, the managers appointed by GE Capital will have the ability to determine the outcome of votes of the board of managers of GE SeaCo.  However, certain key actions of the board will require the vote of seven out of the nine members, thereby giving the managers appointed by Newco blocking rights on those decisions (in cases where at least three out of the four managers appointed by Newco vote together).  In addition, certain fundamental transactions, including the sale of all or substantially all of GE SeaCo’s assets, mergers involving GE SeaCo, and certain amendments to the articles of organization of GE SeaCo, will require the affirmative vote of the Company’s regularly voting quotas, with the result that Newco will have blocking rights on those decisions. 

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However, the managers appointed by GE Capital will have the right to make other decisions over the objection of Newco, including decisions as to capital investments and distributions.

GE SeaCo is organized under the laws of Barbados, and any dispute relating to the corporate governance of GE SeaCo is subject to arbitration based on the law of Barbados, which may be less developed than the laws of other jurisdictions.

In the past, there have been substantial disputes between SCL and GE Capital relating to the conduct of the GE SeaCo business.  To the extent such a dispute arises in the future, Newco may not have sufficient financial resources to engage in a protracted arbitration with GE Capital relating to the governance of GE SeaCo, especially in light of the ability of GE Capital to control dividends and distributions from GE SeaCo.

2.Risks Related to the Newco Repatriation Note

Repayment of the Newco Repatriation Note, issued by Reorganized SCL to Newco on account of the Exit Financing under the Plan, is subject to adequate funds being remitted to Reorganized SCL from the Non-Debtor Subsidiaries and there not being other competing claims on Reorganized SCL’s resources.  Prior to repatriation of cash to Reorganized SCL, the Non-Debtor Subsidiaries must complete certain asset disposals, settle and/or pay third-party creditor claims and undertake wind-down and/or liquidation processes.  In addition, while competing claims against Reorganized SCL and Reorganized SCL’s wind-down and liquidation costs have been taken into account, these factors are subject to significant uncertainty.  While the Reorganized SCL and Newco forecasts assume that the principal of the Newco Repatriation Note will be repaid in full, that assumption is subject to several variables, including the foregoing factors that cannot be predicted with certainty.

3.Risks Related to Receivable due from GE SeaCo

As of the Effective Date, it is estimated that GE SeaCo will owe Newco $20 million, of which approximately (a) $9 million relates to amounts due in the normal course of business and (b) approximately $11 million relates to the receipt of the Special Termination Fee pursuant to the Newco Master Lease Agreement Termination Agreement.  GE SeaCo must satisfy a financial covenant test before paying the Special Termination Fee to Newco.  The current forecast indicates the test will be satisfied and the Special Termination Fee will be received by 2009.  However, such forecast is subject to the operational and business uncertainties noted in ARTICLE VII.C.1. and, thus, it is uncertain whether the Special Termination Fee will be received in full on a timely basis.  The other receivables due from GE SeaCo are not subject to the covenant test, and are expected to be recovered on a timely basis excepting extraordinary events.

4.Risks Related to Newco Loans

The Exit Financing consists of an amortizing five-year term loan in the amount of up to $150 million.  It is anticipated that the full amount of this loan will be repaid from cash generated by the containers owned by Sea Containers SPC Ltd., the Managed Fleet, repayment of the Newco Repatriation Note, and receivables due from GE SeaCo.  The risks set forth in ARTICLE VII.C.1, 2, and 3 may impact on the timing of receipt of the Special Termination Fee.

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If these circumstances arise, Newco may have to reschedule or find other sources of capital to satisfy its debt obligations, which would likely effect the value of Newco Equity.

5.Risks Related to the Transfer of the Container Interests to Newco

The Debtors currently anticipate that they will be able to transfer the Container Interests to Newco free and clear of any liabilities or liens.  There are many factors outside of the Debtors’ control, however, including the ability of the Debtors to obtain necessary governmental consents to the sale or transfer of certain of their assets.  In addition, there can be no assurance that the Container Interests will be transferred free and clear of any liability or lien in favor of holders of Claims, including the Non-Debtor Subsidiaries.  If Newco or the Container Interests were subject to such Claims, that could have a material adverse impact on the value of the Newco Equity.

6.Risks Related to the Newco’s Status under the 1934 Act

The Debtors believe that Newco will not be deemed the successor to SCL under the 1934 Act and thus will not inherit SCL’s duty to file periodic and other reports with the SEC.  If Newco were deemed to be the successor to SCL, Newco would become subject to the periodic reporting requirements of the 1934 Act upon emergence (unless an exemption is available).  Newco would not be able to satisfy the periodic reporting requirements for at least three years following emergence because it will not be able to prepare audited historical financial information for periods prior to emergence.  Thus, if Newco is or becomes subject to such reporting obligations, Newco would likely be in breach of U.S. law, which could have a material adverse impact on the value of Newco’s equity.

Assuming that Newco is not the successor to SCL, then Newco will need to have fewer than 500 record holders of its stock in order not to be subject to the reporting requirements of the 1934 Act.  If the number of record holders were to exceed 500 within approximately 3 years after the date of emergence and Newco thereby became subject to the reporting requirements of the 1934 Act, Newco would not be able to satisfy those requirements because it will not be able to prepare audited historical financial information for periods prior to emergence.  Thus, if Newco is or becomes subject to such reporting obligations, Newco would likely be in breach of U.S. law, which could have a material adverse impact on the value of Newco’s equity.  Prior to the listing on an exchange of Newco Equity (at which point in time the Debtors believe that the exemption provided by Rule 12g3-2(b) discussed below will be available), record ownership of Newco Equity is limited to securities depositories in order to help ensure that the number of record holders does not exceed 500.  Such transfer restrictions could adversely affect the liquidity and value of Newco Equity, and there can be no assurance that such restrictions will ensure compliance with such 500 record holder requirement.

The Debtors have requested guidance from the staff of the SEC regarding these issues, and to date have not received a response.  At this point, the Debtors believe that it is unlikely that the SEC staff will be willing to give the Debtors guidance on these fact-intensive issues.  Furthermore, even if the SEC staff is willing to give the Debtors guidance, there can be no assurance that the staff will agree with the Debtors’ analysis.

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The Debtors have also explored whether Newco could receive an exemption from periodic reporting under Rule 12g3-2(b), which is available to foreign private issuers which have not conducted a registered public offering in the United States or listed any of their securities for trading on an exchange in the United States.  If Newco were to receive such an exemption, then it could have more than 500 record holders of its stock without becoming subject to the reporting requirements of the 1934 Act.  The SEC has proposed amendments to Rule 12g3-2(b) which provide that the exemption is only available to foreign private issuers which have securities listed for trading on an exchange outside the United States.  The Debtors believe that it is unlikely that Newco will be able to receive an exemption under Rule 12g3-2(b) upon emergence.  Instead, it is likely that Newco will need to wait to seek such an exemption until such time (if ever) as it completes a non-U.S. listing of its shares (assuming that it is a foreign private issuer at that time and meets the other requirements of the rule as then in effect).  There can be no assurance that Newco will ever be able to receive an exemption under Rule 12g3-2b

7.Risks Relating to Newco’s Status Under the Investment Company Act of 1940

It is likely that Newco will need to obtain an exemptive order from the SEC so as not to be subject to regulation under the Investment Company Act of 1940 (“Investment Company Act”).  In the absence of such an exemptive order, Newco could be subject to the Investment Company Act because GE SeaCo may not constitute a “majority-owned subsidiary” of Newco under the Act and, as a result, the proportion of Newco’s assets and income from “investment securities” may exceed certain thresholds contained in the Act (above which companies become subject to regulation).  It is expected that Newco will request an order (a) pursuant to Section 3(b)(2) of the Investment Company Act declaring that it is “primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities” and therefore is not an “investment company” within the meaning of the Investment Company Act or (b) pursuant to Section 6(c) of the Investment Company Act exempting Newco from all of the Investment Company Act’s provisions.

If Newco is not able to receive such an exemptive order (or the SEC seeks to impose conditions on the availability of any such order that Newco is unable to comply with), then Newco would need to limit the beneficial holders of its outstanding securities to not more than 100 United States holders or solely United States “qualified purchasers” (as defined by the Investment Company Act)—and such securities would need to be issued to United States holders in a private placement—with any remaining owners of its securities limited to Non-U.S. Persons (as defined by the Securities Act of 1933).  In order to comply with these ownership restrictions, the Debtor would need to ensure that all creditors which receive distributions of Newco Equity under the Plan are either United States “qualified purchasers” or Non-U.S. Persons.  To achieve this result, changes to the Plan and additional exit financing would be required in order to eliminate the interests of the creditors which would not be eligible to hold Newco stock under the SEC ownership rules.  There can be no assurance as to whether or not the Debtors would be able to make the necessary changes to the Plan and/or obtain the additional exit financing necessary to comply with the SEC ownership rules.  In addition, Newco would need to impose restrictions on transfers of its shares following emergence, potentially on a permanent basis.  Such restrictions could adversely affect the liquidity and value of Newco’s stock.

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THERE CAN BE NO ASSURANCE THAT THE SEC’S STAFF WILL GRANT THE RELIEF FROM THE INVESTMENT COMPANY ACT THAT NEWCO IS SEEKING.  IF AN ACCEPTABLE SEC EXEMPTIVE ORDER CANNOT BE OBTAINED UNDER THE INVESTMENT COMPANY ACT, THERE CAN BE NO ASSURANCE THAT THE PLAN CAN BE CONSUMMATED.

8.If There Is Any Change in the Debtors’ Tax Status or the Income Tax Regulations of the Countries Where They Operate, Their Financial Results Could Be Negatively Affected

The Debtors believe, based upon the anticipated nature and conduct of their business, that a significant portion of the income of the Debtors will not be subject to tax by Bermuda, which currently imposes no corporate income tax, or by various other countries in which its customers may be located.  The Debtors cannot determine in advance the extent to which certain jurisdictions may require them to pay tax or to make payments in lieu of tax.  In addition, payments due to the Debtors from their customers may be subject to withholding tax or other tax claims in amounts that exceed the taxation that the Debtors expect based on the Debtors’ current and anticipated business practices and current tax regimes.

9.Risk of the Loss of Key Members of Newco Management Team

Newco will be dependent on the efforts and performance of its management team and its relationship with GE SeaCo to maximize value for Newco shareholders.  If Newco and/or GE SeaCo were to lose key members of their respective teams, Newco’s financial performance, liquidity, and equity value could be adversely affected.

10.Threat of Litigation

As of the date of this Disclosure Statement, Newco is not currently involved in any legal proceedings that, individually or in the aggregate, are expected to have a material effect on its business, financial condition, results of operations, or cash flows.

11.The Company’s Tax Liabilities May Be Greater than Anticipated

PwC has undertaken a review of (a) the tax provisions assumed in the Entity Priority Model in respect of potential tax liabilities against the Debtors and the Non-Debtor Subsidiaries for the periods from January 2005 through March 31, 2008 and (b) the tax holdbacks in respect of the restructuring transactions undertaken by Non-Debtor Subsidiaries in Australia, New Zealand, and Brazil subsequent to SCL filing these Chapter 11 Cases.  PwC has not reviewed the provisions held for the Non-Debtor Subsidiaries with respect to taxes incurred in the U.S., Germany, Italy, Greece, and the Ivory Coast.  Tax advice in these jurisdictions has been received from Cowan, Gunteski & Co. P.A., MGP Studio, Galileo Consulting S.A., Schomerus & Partner, and Société Internationale de Plantations et de Finance.  While PwC has taken all reasonable measures to assess the tax liabilities and holdbacks they reviewed, it remains possible that the relevant taxing authorities could seek to challenge the position taken by the Non-Debtor Subsidiaries in respect of these tax liabilities.  As a result, the Company’s tax liabilities may be greater than anticipated and, as such, the amounts available for distribution under the Entity Priority Model could be lower than expected.

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D.Factors Affecting the Value of Newco Equity and Residual Assets

1.A Liquid Trading Market for the Newco Equity May Not Develop

The Debtors make no assurance that a liquid trading market for the Newco Equity will develop.  The liquidity of any market for the Newco Equity will depend, among other things, upon the ability of Newco to list Newco Equity for trading on an exchange, the number of holders of Newco Equity, the performance of GE SeaCo (Newco’s principal asset), and the market for similar securities, none of which can be determined or predicted.  If an active trading market does not develop, it may be difficult for holders of Newco Equity to dispose of their Newco Equity holdings.  Therefore, the Debtors cannot provide assurances that an active trading market will develop or, if a market develops, what the liquidity or pricing characteristics of that market will be.

2.Substantial Hurdles to Listing of Newco Equity

Most securities exchanges require audited historical financial information as a prerequisite to listing.  Newco will not be able to produce audited historical financial information with respect to pre-Effective Date periods, and is therefore unlikely to be able to list its shares for trading until approximately two to three years after the Effective Date.  In addition, despite Newco’s rights under the Amended and Restated Members’ Agreement to receive substantial financial information with respect to its principal asset, GE SeaCo, neither the Debtors nor Newco can ensure that Newco will receive sufficient information on an ongoing basis so as to be able to satisfy listing requirements.

3.Bermuda Monetary Authority Restrictions

As a Bermudian company Newco will be subject to the Exchange Control Act of 1972 and the Exchange Control Regulations 1973 of Bermuda.  Under the provisions of these Acts, the issue or transfer of securities in an exempted company to or from non-residents of Bermuda for exchange control purposes requires specific permission from the Bermuda Monetary Authority, except where a general permission has been granted.  The Debtors are therefore seeking a general permission from the Bermuda Monetary Authority for:  (a) the free issue of all the securities of Newco up to the level of such company’s authorized share capital from time to time, whether or not the securities are listed on an appointed stock exchange, without further reference to the Authority; and (b) the free transferability of all the securities of Newco currently issued, to be issued or transferred (including, but not limited to, common shares, preferred shares, warrants, options, coupons, depository receipts, debt securities), whether or not the securities are listed on an appointed stock exchange, without further reference to the Bermuda Monetary Authority, subject to the requirement that persons acquiring ten percent or more of the shares in the capital of Newco shall be obliged to make necessary disclosures of beneficial ownership information to the Bermuda Monetary Authority.  Failure to received the general permission may have an adverse effect on the liquidity and value of Newco Equity.  The Debtors have received an in-principal consent from the Bermuda Monetary Authority as to these matters.

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4.Risks Relating to Possible Newco Equity Ownership Restrictions in Connection With the GE SeaCo Joint Venture Agreements

The amended joint venture agreements for GE SeaCo require, to the extent permitted under applicable law, that the governing documents of Newco place restrictions on the ability of persons to vote and/or own equity securities in Newco to the extent such voting or ownership rights would (a) prevent GE SeaCo from complying with any U.S. or other applicable trade sanctions or (b) would reasonably be expected to impose material tax, pension, or other liabilities upon GE SeaCo to which it would not otherwise be subject.  The Debtors currently are analyzing whether or not there are situations where the voting or ownership of Newco Equity would result in the consequences described in this paragraph and, if so, what restrictions on voting or ownership of Newco Equity may be appropriate and permissible under applicable law.  If and to the extent such restrictions are necessary, they could have a negative impact on the marketability and value of Newco Equity.

5.The Value of the Newco Equity May be Depressed Following the Effective Date

Assuming Consummation of the Plan, Newco Equity will be issued substantially simultaneously to Holders of Allowed Claims, subject to the Non-Debtor Subsidiary Reserve, the Equalization Claim Reserve, and a reserve for Disputed Claims, to be distributed periodically as such Disputed Claims become Allowed Claims.  Following the Effective Date, such Holders may seek to dispose of the Newco Equity for Cash, which could cause the initial value of these securities to be depressed, particularly in light of the lack of an established market for these securities.

6.Newco May Not Be Able to Achieve an Exit or Liquidity for its Investment in GE SeaCo

Newco does not have a guaranteed or efficient exit for its investment in GE SeaCo either through the public market or to a third-party purchaser.  The registration rights granted to Newco pursuant to the GE Framework Agreement are subject to a lengthy process which may occur over several months if GE Capital elects to require a third-party appraisal of the quotas being sold.  If Newco does not elect to sell at the appraised value, it will be liable for the appraisal costs and will be barred from exercising its demand registration rights for a period of nine months from the date of appraisal.  On the other hand, if Newco elects to sell at the appraised value, the quotas must first be offered to GE Capital.  Even though GE Capital may elect not to purchase the quotas, GE Capital may elect to sell all of the outstanding GE SeaCo quotas to a third-party purchaser and to subject Newco to a drag-along in such sale.  Should such a sale of all the outstanding quotas in GE SeaCo fail to close, Newco will only be entitled to exercise its registration rights after a period of one year from its initial demand to exercise such registration rights.  As a result, during this one year period, Newco will not be able to issue its GE SeaCo quotas on the public market.

Further, if Newco elects to sell its GE SeaCo quotas to a third-party purchaser, it will first be required to offer the quotas to GE Capital on the same terms as being offered to the third-party purchaser.  GE Capital has a right of first offer with respect to any sale of quotas.  If GE Capital does not exercise its right of first offer, it may still elect to tag-along to Newco’s sale

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of quotas, and, thereby, sell its quotas to the third-party purchaser.  If the third-party purchaser refuses to purchase GE Capital’s GE SeaCo quotas, Newco will not be able to proceed with the sale of its GE SeaCo quotas to the third-party purchaser unless Newco also purchases GE Capital’s quotas on the same terms as it is selling its GE SeaCo quotas.  Such rights may have the effect of delaying, preventing, or deterring Newco from selling its GE SeaCo quotas to any third party.

7.Provisions of the GE SeaCo Members Agreement May Inhibit an Acquisition of Newco

The Amended and Restated Members’ Agreement provides GE Capital with the option to purchase Newco’s interest in GE SeaCo upon a change of control (as defined therein) of Newco.  That provision may deter a third party from acquiring control of Newco, thereby reducing the likelihood that holders of Newco Equity would ever receive a control premium for their equity interests.

8.Newco May Be Required to Indemnify GE SeaCo and GE Capital for Use of GE SeaCo Financial Information

To the extent Newco publishes any of the financial information provided to it by GE SeaCo, Newco may be liable to indemnify each of GE SeaCo and GE Capital for any claims brought against them and any liabilities, losses, damages, and expenses incurred by GE SeaCo and GE Capital, in connection with Newco’s use of GE SeaCo’s financial information.  Newco will not be liable to the extent such liabilities, claims, losses, damages, or expenses are a result of GE SeaCo’s fraud, gross negligence, or willful misconduct, or to the extent the financial information provided to Newco was known by GE SeaCo to be false or misleading.

9.Actual Amount of Allowed Claims May Differ from the Estimated Claims and Adversely Affect the Percentage Recovery on Unsecured Claims

The Claims estimates set forth in ARTICLE IV herein are based on various assumptions.  The actual amounts of Allowed Claims may differ significantly from those estimates should one or more underlying assumption prove to be correct.  Such differences may adversely affect the percentage recovery to Holders of Allowed Claims under the plan.  In addition, the Debtors have made certain assumptions in the Plan Recovery Analysis, which should be read carefully.

10.Newco’s Principal Operating Assets May Not be Able to Achieve Projected Financial Results or Meet Post-Exit Debt Obligations and Finance All Operating Expenses, Working Capital Needs, and Capital Expenditures

The value of Newco will derive primarily from Newco’s principal operating asset, its interests in GE SeaCo, and consequently, Newco may not be able to meet its financial projections that the Debtors have prepared in connection with the Plan.  To the extent GE SeaCo does not meet its projected financial results or achieve projected revenues and cash flows, GE SeaCo may lack sufficient liquidity to continue operating as planned after the Effective Date, may be unable to service its debt obligations as they come due or may not be able to meet operational needs.  As a result, the Newco’s overall value and consequently the value of Newco Equity may be adversely affected.  The financial projections represent management’s view based

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on currently known facts and hypothetical assumptions about its future operations.  Further, the Financial Projections do not guarantee GE SeaCo’s future performance or, consequently, the value of Newco’s interests in GE SeaCo.  Newco does not control the Board of GE SeaCo, where decisions are made regarding such matters as operating risk, pricing and investment decisions, and which will affect actual future financial performance.

The Financial Projections are based on numerous assumptions including, without limitation:  (a) the timing, Confirmation, and Consummation of the Plan in accordance with its terms; (b) the anticipated future performance of GE SeaCo; (c) general business and economic conditions; and (d) other matters, many of which are beyond the control of the Debtors and some or all of which may not materialize.  In addition, unanticipated events and circumstances occurring subsequent to the date that this Disclosure Statement is approved by the Bankruptcy Court may affect the actual financial results.  Because the actual results achieved throughout the periods covered by the Financial Projections may vary from the projected results, the Financial Projections should not be considered a guarantee that the actual results that will occur.

Except with respect to the Financial Projections and except as otherwise specifically and expressly stated herein, this Disclosure Statement does not predict any events that may occur subsequent to the date hereof.  Such unforeseen events may have a material impact on the information contained in this Disclosure Statement.  The Debtors do not intend to update the Financial Projections.  The Financial Projections, therefore, will not reflect the impact of any subsequent events not already accounted for in the assumptions underlying the Financial Projections.  In addition, the containers owned by Sea Containers SPC Ltd. may not be able to achieve projected financial results or projected revenues and cash flows.  To the extent this occurs, Newco may be unable to service its debt obligations, which may adversely affect the value of Newco Equity.

11.The Valuation of Newco Equity, and the Estimated Recoveries to Holders of Claims and Interests, Is Not Intended to Represent the Private Sale Market Value of the Newco Equity

The Debtors’ estimated recoveries to Holders of Allowed Claims are based on the Financial Projections developed by the Debtors’ management and on certain generally accepted Plan Recovery Analyses and are not intended to represent the trading values of Newco’s securities in private markets.  The estimated recoveries are based on numerous assumptions (the realization of many of which is beyond the control of Newco), including, without limitation: (a) the successful transfer of the Container Interests to Newco; (b) the performance of GE SeaCo; (c) an assumed Effective Date of  November 30, 2008; (d) Newco’s ability to achieve the operating and financial results included in the Financial Projections; (e) Newco’s ability to maintain adequate liquidity to fund operations; and (f) the assumption that capital and equity markets remain consistent with current conditions.  Even if the Debtors achieve the Financial Projections, the market values for Newco Equity could be adversely impacted by the lack of trading liquidity for these securities, the lack of institutional research coverage and a concentrated selling by recipients of these securities.

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12.The Newco Equity May be Issued in Odd Lots

Holders of Allowed Claims may receive odd lot distributions (less than 100 shares) of Newco Equity.  Holders may find it more difficult to dispose of odd lots in the marketplace and may face increased fees and other charges in connection with any such disposition.

13.Newco Does Not Expect to Pay Cash Dividends on the Newco Equity for the Foreseeable Future

The terms of the Exit Facility may limit, among other things, Newco’s ability to pay dividends, and it is not anticipated that any cash dividends will be paid on the Newco Equity in the near future.

14.Risks Related to the Company’s Exposure to Laws in a Number of Jurisdictions

The Debtors have a complicated corporate structure, which involves numerous intercompany transactions.  Because of that structure, there exists a risk of an unplanned foreclosure or insolvency event of one Non-Debtor Subsidiary that could drag other group members into foreign insolvency proceedings, whether voluntary or involuntary.  Additionally, it is possible that certain foreign creditors and courts may disregard the Confirmation Order.  Such actions may adversely affect the recovery to Holders of Allowed Claims under the Plan.

15.The Value of Residual Assets May Be Adversely Affected.

The Debtors’ estimated value of the Residual Assets are based on certain assumptions with respect to the liquidating and wind-down of the Non-Container-Leasing Businesses, including, without limitation, the timing of Non-Core Business sales, the sale proceeds received from such sales and the tax liabilities in respect of such proceeds, the time necessary to complete the wind-down of the Non-Container-Leasing Businesses, the agreement of directors of Non-Debtor Subsidiaries to waive residual Intercompany Claims, general business and economic conditions, and other matters which are beyond the control of the Debtors or Reorganized SCL and some or all which may not materialize.  Failure of any of these assumptions to occur may adversely affect the value of the Residual Assets.

16.Certain Tax Implications of the Debtors’ Bankruptcy and Wind-Down

Holders of Allowed Claims should carefully review ARTICLE VIII herein to determine how the tax implications of the Plan and these Chapter 11 Cases may adversely affect Newco.

17.Impact of Interest Rates

Changes in federal interest rates and foreign exchange rates may affect the fair market value of the Debtors’ assets.  Specifically, the strengthening of the dollar will negatively impact the value of their net foreign assets or the operation of the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust.

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18.The Resolution of Certain Intercompany Claims May Generate Taxable Cancellation of Debt Income to SCL’s Non-Debtor Subsidiaries

The cancellation or release of debt may be taxable in certain jurisdictions and may diminish creditor recoveries if a taxable gain is crystallized by such cancellation or release of debts at certain Non-Debtor Subsidiaries.  While this risk can be mitigated by seeking to wind-up a Non-Debtor Subsidiary through local insolvency proceedings or by obtaining clearances from local taxing authorities, this may not be achieved in all circumstances.  In relation to SCSL and the U.K. Non-Debtor Subsidiaries, it is intended that clearance will be sought in advance from the U.K. HM Revenue & Customs (“HMRC”) (the U.K. taxing authority) that winding up of SCSL and the U.K. Non-Debtor Subsidiaries will not result in any additional tax liabilities for the entities concerned.

19.The Establishment or Operation of the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust May Give Rise to Deemed Taxable Distributions in Certain Non-Debtor Subsidiaries and SCSL

It is intended that clearance will be obtained from the HMRC that the operation of the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust will not cause any tax liabilities to accrue in SCSL or certain Non-Debtor Subsidiaries as a result of payments by the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust in respect of claims against SCSL and certain Non-Debtor Subsidiaries.  There is no guarantee that HMRC will provide clearances in relation to these matters, which could result in material claims arising at SCSL and certain Non-Debtor Subsidiaries.  If such claims arose this could reduce repatriations to SCL and/or dilute distributions to the Creditors.

20.U.S. Persons Who Own Newco’s Common Shares May Have More Difficulty in Protecting Their Interests Than U.S. Persons Who Are Shareholders of a U.S. Corporation

The Bermuda Act, which will apply to Newco, differs in certain material respects from laws generally applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant provisions of the Bermuda Act (including modifications adopted pursuant to the by-laws) applicable to Newco which differ in certain respects from provisions of Delaware corporate law.  Because the following statements are summaries, they do not purport to deal with all aspects of Bermuda law that may be relevant to Newco and its shareholders.

Interested Directors.  Bermuda law requires that a director declare, at the first opportunity at a meeting of the directors or by writing to the directors, his interest in any material contract or proposed material contract with the company or any of the subsidiaries, or his material interest in any person that is a party to a material contract or proposed material contract with the company or any of its subsidiaries.  Any director or officer who fails to make such declaration is deemed not to be acting honestly and in good faith.  Newco’s by-laws will provide that any transaction entered into by Newco in which a director has an interest is not voidable by Newco nor can such director be liable to Newco for any profit realized pursuant to such transaction provided the nature of the interest is disclosed at the first opportunity at a meeting of directors, or in writing to the directors.  Under Delaware law such transaction would not be

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voidable if (a) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, (b) such material facts are disclosed or are known to the stockholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon or (b) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified.  Under Delaware law, such interested director could be held liable for a transaction in which such director derived an improper personal benefit.

Mergers and Similar Arrangements.  Newco may acquire the business of another Bermuda exempted company or a company incorporated outside Bermuda.  Newco will be permitted, with the approval required under Section 106 of the Bermuda Act, of votes cast at a general meeting of its shareholders at which the quorum of shares specified in Section 106 of the Bermuda Act is present, to amalgamate with another Bermuda company or with a body incorporated outside Bermuda.  Any shareholder of a Bermuda company that is amalgamating may, subject to meeting certain requirements, apply to a Bermuda court for a determination of the fair value of such shareholder’s shares.  Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.  Under Delaware law, a stockholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such stockholder may receive cash in the amount of the fair value of the shares held by such stockholder (as determined by a court) in lieu of the consideration such stockholder would otherwise receive in the transaction.

Takeovers.  Bermuda law provides that where an offer is made for shares of a company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may by notice require the nontendering shareholders to transfer their shares on the terms of the offer.  Dissenting shareholders may object to the transfer of their shares with the Bermuda Court within one month of the notice.  Bermuda law also affords the holder of 95% or more of the issued shares of a company, or of any class of shares, the right to acquire the balance of the issued shares or class of shares, but also gives a right to the minority shareholders to apply to the court for an appraisal of the fair value of their shares. Delaware law provides that a parent corporation, by resolution of its board of directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital stock. Upon any such merger, dissenting stockholders of the subsidiary would have appraisal rights.

Shareholder’s Suit.  The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many United States jurisdictions.  Class actions are generally not available to shareholders under the laws of Bermuda.  Derivative actions are available the Bermuda courts, and in such actions the Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to commence an action in the name of the company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company, is illegal, would result in the violation of a company’s memorandum of association or by-laws, would constitute a fraud against the minority shareholders or where an act requires the

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approval of a greater percentage of shareholders than actually approved it.  The court in Bermuda has discretion to require one party to pay a proportion of the legal costs of the other party.  Usually, the winning party in such an action would be able to recover a portion of attorneys’ fees incurred in connection with such action.  Newco’s by-laws will provide that shareholders waive all claims or rights of action that they might have, individually or in the right of the company, against any director or officer for any act or failure to act in the performance of such director’s or officer’s duties, except with respect to any fraud or dishonesty of such director or officer.  Class actions and derivative actions generally are available to stockholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law.  In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.

Indemnification of Directors.  Newco may indemnify its directors or officers in their capacity as directors or officers for any loss arising or liability attaching to them by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in relation to the company other than in respect of his own fraud or dishonesty.  Under Delaware law, a corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (a) such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (b) with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.

Inspection of Corporate Records.  Members of the general public will have the right to inspect Newco’s public documents at the office of the Registrar of Companies in Bermuda, which will include Newco’s memorandum of association (including its objects and powers), any alteration to Newco’s memorandum of association, documents relating to any increase or reduction of authorized capital, and documents relating to any security granted over Newco’s assets which has been registered.  Newco’s shareholders have the additional right to inspect Newco’s By-laws, minutes of general meetings and audited financial statements, which must be presented at the general meeting of shareholders.  The register of Newco’s shareholders is also open to inspection by shareholders and to members of the public without charge.  Newco is required to maintain its share register in Bermuda but may establish a branch register outside Bermuda in certain circumstances.  Newco is required to keep at its registered office a register of its directors and officers which is open for inspection by members of the public without charge.  Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.  Delaware law permits any shareholder to inspect or obtain copies of a corporation’s shareholder list and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.

Enforcement of Judgments and Other Matters.  The Debtors and Newco have been advised by Appleby, its Bermuda counsel, that a Bermuda court will not enforce, in the courts of Bermuda, judgments of United States courts based upon the civil liability provisions of the United States federal securities laws, unless such judgments are monetary judgments, and certain criteria are met.  Additionally, Appleby has advised the Debtors and Newco that an investor would not be able to bring an original action in the Bermuda courts to enforce liabilities against

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Newco or its directors and officers who reside outside the United States based solely upon United States federal securities laws, but could enforce rights which constituted rights capable of enforcement under Bermuda law which might be equivalent to the rights of such investors under the requirements of the United States federal securities law.

The Debtors and Newco have been advised by Appleby that there is no treaty in effect between the United States and Bermuda providing for the enforcement in Bermuda of a monetary judgment entered by a United States court.  Because of the absence of such a treaty a litigant’s ability to enforce a United States monetary judgment against Newco will be impaired to the extent that the litigant will be required to bring an action to enforce the judgment in a Bermuda court.  Appleby has advised that such judgments are the proper subject of an action in the Supreme Court of Bermuda and that such an action should be successful without having to prove any of the facts underlying the judgment as long as two standard principles are established: first, that applying the Bermuda rules as to jurisdiction the United States court rendering the judgment must have been competent to hear the action, and second, the judgment may not be contrary to Bermuda public policy, obtained by fraud or in proceedings contrary to natural justice of Bermuda, and is not based on an error in Bermuda law.

Some of Newco’s directors and officers will reside outside the United States, and all or a substantial portion of their assets and Newco’s assets may be located in jurisdictions outside the United States.  Therefore, it may be difficult for investors to effect service of process within the United States upon non-U.S. directors and officers or to recover against the company, or non-U.S. directors and officers on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.  However, Newco may be served with process in the United States with respect to actions against it arising out of or in connection with violations of U.S. federal securities laws relating to offers and sales of Newco Common Stock Certificates by serving its U.S. agent irrevocably appointed for that purpose.  Prior to the Effective Date, the Debtors intend to retain a U.S. agent for the service of process to Newco as described in the preceding sentence.

E.Risks Associated With Forward-Looking Statements

THIS DISCLOSURE STATEMENT AND THE DOCUMENTS REFERENCED HEREIN CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 THAT REFLECT, WHEN MADE, THE DEBTORS’ CURRENT VIEWS WITH RESPECT TO CURRENT EVENTS AND FINANCIAL PERFORMANCE.  THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, ESTIMATES, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS.  SPECIFICALLY, THE PROJECTED FINANCIAL RESULTS CONTAINED HEREIN REFLECT NUMEROUS ASSUMPTIONS CONCERNING THE FUTURE PERFORMANCE OF NEWCO, SOME OF WHICH MAY NOT MATERIALIZE, INCLUDING, WITHOUT LIMITATION, ASSUMPTIONS REGARDING: (1) THE IMPLEMENTATION OF THE PLAN; (2) THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS; (3) NEWCO’S ABILITY TO ACHIEVE OPERATING EFFICIENCIES; (4) NEWCO’S ABILITY TO MAINTAIN GOOD EMPLOYEE RELATIONS; (5) INDUSTRY-SPECIFIC RISK FACTORS; (6) CURRENCY EXCHANGE

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RATE FLUCTUATIONS; (7) EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND ACTIONS OF GOVERNMENTAL BODIES, INCLUDING THE POSSIBILITY THAT NEWCO MAY BE UNABLE TO OBTAIN KEY EXEMPTIONS FROM CERTAIN PROVISIONS OF THE UNITED STATES FEDERAL SECURITIES LAWS; (8) NATURAL DISASTERS, ACTS OF TERRORISM OR WAR; AND (9) GENERAL MARKET AND COMPETITIVE CONDITIONS.  HOLDERS OF CLAIMS AND INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS ARE MADE BY THE DEBTORS AS OF THE DATE HEREOF AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE.  ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS HAVE NO AFFIRMATIVE DUTY TO UPDATE ANY SUCH STATEMENTS.

DUE TO THE INHERENT UNCERTAINTIES ASSOCIATED WITH PROJECTING FINANCIAL RESULTS GENERALLY, THE PROJECTIONS CONTAINED IN THIS DISCLOSURE STATEMENT WILL NOT BE CONSIDERED ASSURANCES OR GUARANTEES OF THE AMOUNT OF FUNDS OR THE AMOUNT OF CLAIMS THAT MAY BE ALLOWED IN THE VARIOUS CLASSES.  WHILE THE DEBTORS BELIEVE THAT THE FINANCIAL PROJECTIONS CONTAINED IN THIS DISCLOSURE STATEMENT ARE REASONABLE, THERE CAN BE NO ASSURANCES THAT THEY WILL BE REALIZED.

THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE REORGANIZED DEBTORS’ CONTROL.  THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE PROJECTIONS OR TO THE REORGANIZED DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS.  SOME ASSUMPTIONS INEVITABLY WILL BE INCORRECT.  MOREOVER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE DEBTORS PREPARED THESE PROJECTIONS MAY BE DIFFERENT FROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER.  THE DEBTORS AND REORGANIZED DEBTORS, AS APPLICABLE, DO NOT INTEND AND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE THE DISCLOSURE STATEMENT IS INITIALLY FILED OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.  THEREFORE, THE PROJECTIONS MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.  IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS AND INTERESTS MUST MAKE THEIR OWN DETERMINATIONS AS TO THE

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REASONABLENESS OF SUCH ASSUMPTIONS AND THE RELIABILITY OF THE PROJECTIONS AND SHOULD CONSULT WITH THEIR OWN ADVISORS.

F.Risks Related to Information Provided by GE SeaCo

Certain of the information contained in this Disclosure Statement was either provided by GE SeaCo or, as in the case of the projections, was based on information provided by GE SeaCo.  While the Debtors have no reason to believe that such information is not accurate in all material respects, the Debtors have not independently verified such information and GE SeaCo has disclaimed any liability arising out of such information.

G.Risks Related to the Pension Schemes Support for the Plan

The Pension Schemes have advised the Debtors that (a) absent sanctioning of the U.K. Scheme of Arrangement and any Debtor Affiliate Schemes of Arrangement by the English Court prior to the closing of voting on the Plan and (b) if there is any chance that the Plan will be consummated in a way that would jeopardize the Pension Schemes’ ability to enter into the Pension Protection Fund or trigger a Pension Protection Fund assessment period, the Pension Schemes intend to vote to reject the Plan as they cannot risk jeopardizing their Pension Protection Fund eligibility.  Under such circumstances, the Pension Schemes have indicated to the Debtors that they also likely would object to Confirmation and Consummation of the Plan and seek to adjourn the Confirmation Hearing to a date after sanctioning of the U.K. Scheme of Arrangement and any Debtor Affiliate Schemes of Arrangement.  The Debtors believe that the risk that the U.K. courts will not approve such schemes of arrangement in a timely manner is very low.

ARTICLE VIII.
CERTAIN U.S. FEDERAL AND OTHER TAX CONSEQUENCES

A.Certain U.S. Federal Income Tax Consequences

The following is a summary of certain potential U.S. federal income tax consequences of the Plan to the Debtors and certain Holders of Allowed Claims.  This summary is based on the Internal Revenue Code, Treasury Regulations thereunder, and administrative and judicial interpretations and practice, all as in effect on the date of the Disclosure Statement and all of which are subject to change, with possible retroactive effect.  Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below.  No opinion of counsel has been obtained, and the Debtors do not intend to seek a ruling from the IRS as to any of the tax consequences of the Plan discussed below.  There can be no assurance that the IRS will not challenge one or more of the tax consequences of the Plan described below.

This summary does not apply to Holders of Allowed Claims that are not United States persons (as such term is defined in the Internal Revenue Code) or that are otherwise subject to special treatment under U.S. federal income tax law (including, for example, banks, governmental authorities or agencies, financial institutions, insurance companies, pass-through entities, tax-exempt organizations, brokers and dealers in securities, mutual funds, small business investment companies, and regulated investment companies).  The following discussion assumes

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that Holders of Allowed Claims hold such Claims as “capital assets” within the meaning of section 1221 of the Internal Revenue Code.  Moreover, this summary does not purport to cover all aspects of U.S. federal income taxation that may apply to the Debtors and Holders of Allowed Claims based upon their particular circumstances.  Additionally, this summary does not discuss any tax consequences that may arise under any laws other than U.S. federal income tax law, including under state, local, or foreign tax law.

The Debtors continue to explore various possible alternative structures to maximize the going concern value of the Debtors’ Estates.  In this regard, if the Debtors determine that an alternative structure should be implemented, the Plan may be modified to effectuate such alternate structure, provided that such modifications shall not adversely affect the treatment and recoveries of Holders of Claims set forth herein.

The following summary is not a substitute for careful tax planning and advice based on the particular circumstances of each Holder of an Allowed Claim.  Each Holder of an Allowed Claim is urged to consult his, her, or its own tax advisors as to the U.S. federal income tax consequences, as well as other tax consequences, including under any applicable state, local, and foreign law, of the restructuring described in the Plan.

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, any tax advice contained in this Disclosure Statement is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties under the U.S. Internal Revenue Code.  The tax advice contained in this Disclosure Statement was written to support the promotion or marketing of the transactions described in this Disclosure Statement.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

1.Certain U.S. Federal Income Tax Consequences to the Holders of Certain Allowed Claims

a.Consequences to Holders of Allowed Other Unsecured Claims

(i)Gain or Loss – Generally

In general, amounts received under the Plan by Holders of Allowed Other Unsecured Claims should be treated as being received in a taxable exchange under section 1001 of the Internal Revenue Code.  The Holder should recognize capital gain or loss (which capital gain or loss would be long-term capital gain or loss if the Holder has held the debt instrument underlying its Claim for more than one year) (subject to the “market discount” rules described below) equal to the difference between (a) such Holder’s “amount realized” in respect of its Claim, which is the amount of Cash and the fair market value of any property (including Newco Equity and such Holder’s interest in Residual Assets) received by the Holder in satisfaction of its Claim and (b) the Holder’s adjusted tax basis in its Claim.  To the extent that amounts realized are allocable to accrued interest that has not already been taken into income by the Holder, the Holder may recognize ordinary interest income.  See “Market Discount” below for further information.

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In general, a Holder’s tax basis in any property received (including Newco Equity) will equal the fair market value of such property on the date of distribution, and the holding period for such property generally will begin the day following the date of distribution.

(ii)Gain or Loss – Effect of Potential Future Distributions

The possibility that a Holder of an Allowed Other Unsecured Claim will receive distributions after the Effective Date can have tax consequences to such Holders.

All distributions (whether or not received on the Effective Date) to a Holder of an Allowed Other Unsecured Claim should be taxable to such Holder in accordance with the principles discussed above in “Gain or Loss – Generally.”

It is possible that recognition of any loss realized by a Holder of an Allowed Other Unsecured Claim may be deferred until such Holder can no longer receive future distributions under the Plan.

It is possible that any gain realized by a Holder of an Allowed Unsecured Claim in respect of distributions under the Plan may be deferred under the “installment method” of reporting. Such deferral of gain recognition may not be advantageous to a particular Holder and, accordingly, Holders of such Claims should consider the desirability of making an election to forego the application of the installment method.

Holders of Allowed Other Unsecured Claims are urged to consult their tax advisors regarding the possibility for such deferral of recognition of gains and losses and the possibility of electing out of the installment method of reporting any gain realized in respect of their Claims.

b.Accrued but Unpaid Interest

The extent to which the consideration received by a Holder of an Allowed Claim will be attributable to accrued interest is unclear. It is expected that a portion of the amounts received by Holders of Allowed Unsecured Convenience Class Claims and Allowed Other Unsecured Claims will be attributable to accrued but untaxed interest on such Claims.  Such amount should be taxable to that Holder as interest income if such accrued interest has not been previously included in the Holder’s gross income for U.S. federal income tax purposes.

Under the Plan, the aggregate consideration to be distributed to Holders of Allowed Unsecured Convenience Class Claims and Allowed Other Unsecured Claims will be treated as first satisfying an amount equal to the stated principal amount of the Claim and any remaining consideration as satisfying accrued, but unpaid, interest, if any.  Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes.  The IRS could take the position, however, that the consideration received by a Holder should be allocated in some way other than as provided in the Plan.  Holders of Allowed Unsecured Convenience Class Claims and Allowed Other Unsecured Claims should consult their own tax advisors regarding the proper allocation of the consideration received by them under the Plan.

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c.Market Discount

Under the “market discount” provisions of sections 1276 through 1278 of the Internal Revenue Code, some or all of the gain realized by a Holder may be treated as ordinary income (instead of capital gain), to the extent of the amount of accrued “market discount” on such Allowed Claims.

In general, a debt obligation with a fixed maturity of more than one year that is acquired by a Holder on the secondary market (or, in certain circumstances, upon original issuance) is considered to be acquired with “market discount” as to that Holder if the debt obligation’s stated redemption price at maturity (or revised issue price as defined in section 1278 of the Internal Revenue Code, in the case of a debt obligation issued with original issue discount) exceeds the tax basis of the debt obligation in the Holder’s hands immediately after its acquisition.  However, a debt obligation is not a “market discount bond” if such excess is less than a statutory de minimis amount (equal to 0.25 percent of the debt obligation’s stated redemption price at maturity or revised issue price, in the case of a debt obligation issued with original issue discount, multiplied by the number of complete years remaining until maturity at the time of the acquisition).

Any gain recognized by a Holder with respect to Allowed Claims that were acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while the Allowed Claims were considered to be held by the Holder (unless the Holder elected to include market discount in income as it accrued).

d.Information Reporting and Backup Withholding

In general, information reporting requirements may apply to distributions or payments under the Plan.  Additionally, under the backup withholding rules, a Holder of a Claim may be subject to backup withholding (currently at a rate of 28%) with respect to distributions or payments made pursuant to the Plan unless that Holder: (i) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates that fact; or (ii) provides a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer identification number is correct and that the Holder is not subject to backup withholding because of a failure to report all dividend and interest income.  Backup withholding is not an additional tax, but merely an advance payment that may be refunded to the extent it results in an overpayment of tax, provided that the required information is provided to the IRS.

The Debtors will withhold all amounts required by law to be withheld from payments of interest.  The Debtors will comply with all applicable reporting requirements of the Internal Revenue Code.

e.Certain U.S. Federal Income Tax Consequences to Recipients of Newco Equity

The following discussion applies to you only if you receive Newco Equity pursuant to the Plan.

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(i)Dividends

Subject to the passive foreign investment company rules and the controlled foreign corporation rules discussed below, distributions of cash or property that Newco pays in respect of Newco Equity will constitute dividends for U.S. federal income tax purposes to the extent paid out of Newco’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) and will be includible in your gross income upon receipt. Distributions to you in excess of our earnings and profits will be treated first as a return of capital (with a corresponding reduction in your tax basis in the common shares) to the extent of your tax basis in the common shares on which the distribution was made, and then as capital gain from the sale or exchange of such common shares.  Because Newco will be a Bermuda exempted company, the Debtors expect that the distributions will not be eligible for the dividends-received deduction for corporate holders or “qualified dividend income” (which is taxable at the rates generally applicable to long-term capital gains) for holders taxed as individuals.

(ii)Sale, Exchange or Other Taxable Disposition of Newco Equity

Subject to the passive foreign investment company rules and the controlled foreign corporation rules discussed below, upon the sale, exchange or other taxable disposition of Newco Equity, you will recognize capital gain or loss equal to the difference between the amount realized on such sale, exchange or taxable disposition and your tax basis in the Newco Equity sold. Such gain or loss generally will be long-term capital gain or loss if your holding period with respect to such Newco Equity is more than one year at the time of its disposition. The deductibility of capital losses is subject to limitations.

(iii)Controlled Foreign Corporation Status and Related Tax Consequences

Newco will be a controlled foreign corporation (“CFC”) for any year in which U.S. holders that each own (directly, indirectly or by attribution) at least 10% of Newco’s voting shares (each a “10% U.S. Holder”) together own more than 50% of the total combined voting power of all classes of Newco’s voting shares or more than 50% of the total value of Newco’s shares. The classification of Newco as a CFC has many complex results, one of which is that if you are a 10% U.S. Holder on the last day of Newco’s taxable year, you will be required to recognize as ordinary income your pro rata share of certain income of Newco and its subsidiaries (including both ordinary earnings and capital gains) for the taxable year, whether or not you receive any distributions on your Newco Equity during that taxable year. In addition, special foreign tax credit rules would apply. Your adjusted tax basis in your Newco Equity would be increased to reflect any taxed but undistributed earnings and profits. Any distribution of earnings and profits that previously had been taxed would result in a corresponding reduction in your adjusted tax basis in your Newco Equity and would not be taxed again when you receive such distribution. Subject to a special limitation in the case of individual 10% U.S. Holders that have held their Newco Equity for more than one year, if you are a 10% U.S. Holder, any gain from disposition of your Newco Equity will be treated as dividend income to the extent of accumulated earnings attributable to such Newco Equity during the time you held such Newco Equity.

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For any year in which Newco is both a CFC and a passive foreign investment company (“PFIC”), if you are a 10% U.S. Holder, you would be subject to the CFC rules and not the PFIC rules with respect to your investment in Newco Equity.

(iv)Passive Foreign Investment Company Status and Related Tax Consequences

The Debtors do not anticipate that Newco will be a PFIC for its first taxable year and, based on Newco’s current business plan, do not anticipate that Newco will become a PFIC.  However, because the Debtors’ expectations are based, in part, on interpretations of existing law as to which there is not specific guidance, and because the tests for PFIC status are applied annually, there can be no assurance that Newco will not be treated as a PFIC.  If Newco is, or becomes, a PFIC, certain U.S. shareholders thereof may be subject to adverse U.S. federal income tax consequences upon receipt of distributions from Newco or upon realizing a gain on the disposition of shares of Newco Equity, including taxation of such amounts as ordinary income (which does not qualify for the reduced 15% tax rate applicable to certain “qualified dividend income”) and the imposition of an interest charge on the resulting tax liability as if such ordinary income accrued over such shareholder’s holding period for Newco Equity.

Holders of Allowed Claims who may receive Newco Equity under the Plan are urged to consult their own tax advisers regarding income derived from holding or disposing of Newco Equity.

2.Certain U.S. Federal Income Tax Consequences to Debtors

None of the Debtors, except SCC, files U.S. federal income tax returns because they are not subject to U.S. federal income taxation on account of their business activities.  SCC does not conduct any business operations and has no significant assets or liabilities.  Accordingly, it is not anticipated that there will be any material U.S. federal income tax consequences of the Plan to the Debtors.

Newco expects that it will not be treated as engaged in a trade or business in the United States and thus will not be subject to U.S. federal income taxation. No assurances can be given, however, in this regard. Certain subsidiaries of Newco may be treated as engaged in a trade business in the United States.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX.  THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF A CLAIM IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION.  THE FOREGOING SUMMARY ALSO DOES NOT DISCUSS ASPECTS OF FOREIGN TAXATION LAWS AND REGULATIONS THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF A CLAIM.  ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTION CONTEMPLATED BY THE RESTRUCTURING, INCLUDING THE APPLICABILITY AND

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EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

B.Certain Non-U.S. Tax Considerations

The following is a summary of certain potential Bermudian and U.K. tax consequences of the Plan with respect to Newco, the Equalization-Related Employee Claim Trust, and the Non-Debtor Subsidiary Trust.  This summary is based on applicable Bermudian and U.K. tax law, and administrative and judicial interpretations and practice, all as in effect on the date of the Disclosure Statement and all of which are subject to change, with possible retroactive effect.  Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below.  No opinion of counsel has been obtained, and the Debtors do not intend to seek a ruling from any Bermudian or U.K. taxing authority as to any of the tax consequences of the Plan discussed below.  There can be no assurance that any such taxing authorities will not challenge one or more of the tax consequences of the Plan described below.

1.Tax Treatment of Newco

Under the Plan, certain of the Debtors’ assets will be transferred to Newco.  The Plan contemplates that Newco will be incorporated, and reside, in Bermuda for tax purposes.  Newco would not be subject to corporate income tax under Bermudian law.  Additionally, Bermuda currently does not impose any withholding tax on dividends paid to shareholders of companies.  In the future, the Debtors may determine to change the residence of Newco.

Additionally, the Debtors anticipate that Newco, or its subsidiaries, may have a presence in the U.K. in the form of a service company or otherwise and, as a result, Newco would be exposed to U.K. taxes to the extent of its U.K. operations.

As a result of Newco’s interest in GE SeaCo, Newco may receive certain dividends from GE SeaCo.  Any dividends Newco receives from GE SeaCo will not be subject to a withholding tax in Barbados, the country of GE SeaCo’s domicile, or in Bermuda where Newco will be domiciled.

If the GE SeaCo changes its tax residence, then the tax consequences to Newco with respect to any GE SeaCo dividends it receives likely will change.  Whether any change in tax consequences to Newco is favorable depends, in part, on whether Newco has changed its own tax residence.

2.Tax Treatment of the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust

As the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust will be established outside the U.K. by a non-U.K. settlor (i.e., SCL) and are not expected to hold any U.K. situs assets, the Debtors do not expect that the Equalization-Related Employee Claim Trust or the Non-Debtor Subsidiary Trust will be subject to any U.K. inheritance tax charges.  Further, with respect to U.K. income taxes, provided that at least one of each of the Equalization-Related Employee Claim Trustees and the Non-Debtor Subsidiary Trustees will not be resident

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or ordinarily resident in the U.K. (or, if a corporate trustee, the corporation is not resident in the U.K.) and as the Equalization-Related Employee Claim Trust and the Non-Debtor Subsidiary Trust each are not expected to have any U.K. income, the Debtors do not anticipate that the Equalization-Related Employee Claim Trust or the Non-Debtor Subsidiary Trust will have any U.K. income tax liability.  Additionally, the Non-Debtor Subsidiary Trust will not be subject to U.K. capital gains tax on account of the Newco Equity they hold provided that at least one of the Equalization-Related Employee Claim Trustees and the Non-Debtor Subsidiary Trustees are not resident or ordinarily resident in the U.K. (or, if a corporate trustee, the corporation is not resident in the U.K.).  No Bermuda tax is expected to arise in respect of the Non-Debtor Subsidiary Trust.

For any holder of an Allowed Equalization-Related Employee Claim or Non-Debtor Subsidiary Trust Claimant that is a resident or ordinarily resident in the U.K., the base cost of such U.K. Claimant’s interest in the Equalization-Related Employee Claim Trust or the Non-Debtor Subsidiary Trust is expected to equal the value of such U.K. Claimant’s claims against the Debtors or the Non-Debtor Subsidiaries.  The Debtors do not expect that distributions made by the Non-Debtor Subsidiary Trust would result in any U.K. Claimant being subject to taxable capital gains except for any potential foreign exchange movements.

ARTICLE IX.
CERTAIN U.S. SECURITIES LAW MATTERS

A.Plan Securities

The Plan provides for Newco Equity to vest in the Plan Administrator on the Effective Date to allow the Plan Administrator to distribute the Newco Equity to Holders of Allowed Claims in Classes 2B (SCL Other Unsecured Claims), 2C (SCL Pension Schemes Claims), 3A (SCSL Other Unsecured Claims), 3B (SCSL Pension Schemes Claims), and 4A (SCC Pension Schemes Claims).

The Debtors believe that all Newco Equity constitutes “securities,” as defined in Section 2(a)(1) of the Securities Act of 1933 (as amended, supplemented, or otherwise modified from time to time, the “Securities Act”), Bankruptcy Code § 101, and applicable state securities laws.  The Debtors further believe that the offer and sale of Newco Equity pursuant to the Plan is, and subsequent transfer of Newco Equity by the holders thereof that are not “underwriters,” as defined in Section 2(a)(11) of the Securities Act and in the Bankruptcy Code, will be exempt from federal and state securities registration requirements under various provisions of the Securities Act, the Bankruptcy Code, and state securities laws.

B.Issuance and Resale of Newco Equity under the Plan

1.Exemption from Registration

Section 4(2) of the Securities Act provides that Section 5 of the Securities Act and, by virtue of Section 18 of the Securities Act, any state law requirements for the offer and sale of a security do not apply to transactions not involving any public offering.  Bankruptcy Code § 1145 provides that Section 5 of the Securities Act and any state law requirements for the offer and sale of a security do not apply to the offer or sale of stock, options, warrants or other securities by a

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debtor (or an affiliate participating in a joint plan with the debtor) if (a) the offer or sale occurs under a plan of reorganization, (b) the recipients of the securities hold a claim against, an interest in, or claim for administrative expense against, the debtor, and (c) the securities are issued in exchange for a claim against or interest in a debtor or are issued principally in such exchange and partly for cash and property. In reliance upon these exemptions, the offer and sale of Newco Equity will not be registered under the Securities Act or any state securities laws. To the extent that Newco Equity is covered by Bankruptcy Code § 1145, Newco Equity may be resold without registration under the Securities Act or other federal securities laws, unless the holder is an “underwriter” (as discussed below) with respect to such securities, as that term is defined in Section 2(a)(11) of the Securities Act and in the Bankruptcy Code. An exemption from registration under state securities laws may be required for resales of Newco Equity; however, the availability of such exemptions cannot be known unless individual state securities laws are examined. Therefore, recipients of Newco Equity are advised to consult with their own legal advisors as to the availability of any such exemption from registration under state law in any given instance and as to any applicable requirements or conditions to such availability.  If Newco Equity is not covered by Bankruptcy Code § 1145, Newco Equity will be considered “restricted securities” as defined by Rule 144 promulgated under the Securities Act and may not be resold under the Securities Act and applicable state securities laws absent an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration, including Rule 144 promulgated under the Securities Act.  Recipients of Newco Equity are advised to consult with their own legal advisors as to the applicability of Bankruptcy Code § 1145 to Newco Equity and the availability of any exemption from registration under federal and state law in the event that Bankruptcy Code § 1145 is not applicable to Newco Equity.

2.Resales of Newco Equity; Definition of Underwriter

Bankruptcy Code § 1145(b)(1) defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer,” (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such claim or interest, or (b) offers to sell securities offered or sold under a plan for the holders of such securities, or (c) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (i) with a view to distribution of such securities and (ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan, or (d) is an issuer of the securities within the meaning of Section 2(a)(11) of the Securities Act. In addition, a Person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of Section 2(a)(11) of the Securities Act.  The definition of an “issuer” for purposes of whether a Person is an underwriter under Bankruptcy Code § 1145(b)(1)(D), by reference to Section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in Section 2(a)(11), is intended to cover “controlling persons” of the issuer of the securities. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by

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contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “controlling Person” of such debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities.  Moreover, the legislative history of Bankruptcy Code § 1145 suggests that a creditor who owns ten percent (10%) or more of a class of securities of a reorganized debtor may be presumed to be a “controlling Person” and, therefore, an underwriter.

Resales of Newco Equity by Persons deemed to be “underwriters” (which definition includes “controlling persons”) are not exempted by Bankruptcy Code § 1145 from registration under the Securities Act or other applicable law. Under certain circumstances, holders of Newco Equity who are deemed to be “underwriters” may be entitled to resell their Newco Equity pursuant to the limited safe harbor resale provisions of Rule 144 or Regulation S. Generally, Rule 144 would permit the public sale of securities received by such person if current information regarding the issuer is publicly available and if volume limitations, manner of sale requirements and certain other conditions are met.  However, there can be no assurance that Newco will make publicly available the requisite current information regarding Newco or whether Rule 144 will be available for resales of Newco Equity by persons deemed to be underwriters.  Under certain circumstances, holders of Newco Equity who are deemed to be “underwriters” may also be entitled to resell their Newco Equity pursuant to the limited safe harbor provisions of Regulation S.  Generally, Regulation S exempts offers and sales that occur outside the United States.  Among other things, prohibitions on directed selling efforts in the United States and/or the implementation of a one year distribution compliance period may be required under Regulation S.

Whether any particular Person would be deemed to be an “underwriter” (including whether such Person is a “controlling Person”) with respect to Newco Equity would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to Newco Equity. In view of the complex nature of the question of whether a particular Person may be an “underwriter,” the Debtors make no representations concerning the right of any Person to freely resell Newco Equity. The Debtors recommend that potential recipients of Newco Equity consult their own counsel concerning their ability to freely trade such securities without compliance with U.S. federal and state securities laws.

ARTICLE X.
PLAN VOTING PROCEDURES

On [                ,] 2008, the Bankruptcy Court entered the Solicitation Procedures Order approving the adequacy of this Disclosure Statement and approving procedures for the solicitation of votes to accept or reject the Plan (the “Solicitation Procedures”).  A copy of the Solicitation Procedures is attached as an exhibit to the Solicitation Procedures Order.  In addition to approving the Solicitation Procedures, the Solicitation Procedures Order established certain dates and deadlines, including the date for the Confirmation Hearing, the deadline for parties to object to Confirmation, the Voting Record Date, and the Voting Deadline.  The Solicitation Procedures Order also approved the forms of Ballots, Master Ballots, and certain Confirmation-related notices.  The Solicitation Procedures Order and the Solicitation Procedures should be

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read in conjunction with this ARTICLE X.  Capitalized terms used in this ARTICLE X that are not otherwise defined in this Disclosure Statement or Plan shall have the meanings ascribed to them in the Solicitation Procedures.

A.Confirmation Generally

The Bankruptcy Court may confirm the Plan only if it determines that the Plan complies with the technical requirements of chapter 11 of the Bankruptcy Code. One of these technical requirements is that the Bankruptcy Court find, among other things, that the Plan has been accepted by the requisite votes of all Classes of Impaired Claims and Interests unless approval will be sought under Bankruptcy Code § 1129(b) in spite of the nonacceptance by one or more such Classes.  On [         ], the Bankruptcy Court entered an order that, among other things, set the hearing date on the Confirmation of the Plan and the relevant objection and reply deadlines relating thereto, the Voting Record Date, and the Voting Deadline.

If you have any questions about (a) the procedures for voting your Claim or with respect to the packet of materials that you have received or (b) the amount of your Claim, please contact the Debtors’ Claims and Solicitation Agent, BMC Group, Inc., at: (a) in the U.S., (888) 909-0100; (b) in Europe, 00-800-3325-7666; or (c) outside the U.S. and Europe, (702) 425-2280.  If you wish to obtain an additional copy of the Plan, this Disclosure Statement, or other Solicitation Documents, you can request a copy from the Debtors’ Claims and Solicitation Agent, by telephone at (a) in the U.S., (888) 909-0100; (b) in Europe, 00-800-3325-7666; or (c) outside the U.S. and Europe, (702) 425-2280, or by writing to:  (a) in the U.S., BMC Group, Inc., Attention: Sea Containers Ltd. Claims and Solicitation Agent, P.O. Box 949, El Segundo, CA 90245-0949 or (b) internationally, BMC Group, Inc. Attention:  Sea Con BMC Group, Inc., Attention: Sea Containers Ltd. Claims and Solicitation Agent, 31 Southampton Row, , 4th Floor, Holborn, London WC1 B5HJ, England, United Kingdom.

B.Who Can Vote

In general, a holder of a claim or interest may vote to accept or to reject a plan if (a) no party in interest has objected to such claim or interest and (b) the claim or interest is impaired by the plan.  If the holder of an impaired claim or impaired interest will not receive any distribution under the plan in respect of such claim or interest, the Bankruptcy Code deems such holder to have rejected the plan.  If the claim or interest is not impaired, the Bankruptcy Code deems that the holder of such claim or interest has accepted the plan and the plan proponent need not solicit such holder’s vote.

Pursuant to Bankruptcy Code § 1124, a class of claims or interests is deemed to be “impaired” under a plan unless (a) the plan leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the Holder thereof or (b) notwithstanding any legal right to an accelerated payment of such claim or interest, the plan cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy) and reinstates the maturity of such claim or interest as it existed before the default. The Holder of a Claim that is Impaired under the Plan is entitled to vote to accept or reject the Plan.

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Only the following Holders of Impaired Claims in voting classes shall be entitled to vote with regard to such Claims:  (a) Holders of Claims for which Proofs of Claim have been timely Filed, as reflected on the Claims Register as of the Voting Record Date; provided, however, that Holders of Claims subject to a pending objection shall not be entitled to vote unless they become eligible through a Resolution Event, as set forth in more detail in section C.3 of the Solicitation Procedures; (b) Holders of Claims that are listed in the Schedules, with the exception of those Claims that are scheduled as contingent, unliquidated or disputed (excluding such scheduled Claims that have been superseded by a timely Filed Proof of Claim); (c) Holders whose Claims arise pursuant to an agreement or settlement with the Debtors, as reflected in a document Filed with the Bankruptcy Court, in an order of the Bankruptcy Court, or in a document executed by the Debtors pursuant to authority granted by the Bankruptcy Court, in each case regardless of whether a Proof of Claim has been Filed; and (d) the assignee of a transferred Claim (whether a timely Filed or scheduled Claim) shall be permitted to vote such Claim only if the transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e) and such transfer is reflected on the Claims Register on the Voting Record Date.

A vote may be disregarded if the Bankruptcy Court determines, pursuant to Bankruptcy Code § 1126(e), that it was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code.  The Solicitation Procedures also set forth assumptions and procedures for tabulating Ballots/Master Ballots, including Ballots/Master Ballots that are not completed fully or correctly.

C.Classes Impaired Under the Plan

1.Voting Impaired Classes of Claims and Interests

The following Classes are impaired under, and entitled to vote to accept or reject, the Plan:

2B	SCL Other Unsecured Claims
2C	SCL Pension Schemes Claims
3A	SCSL Other Unsecured Claims
3B	SCSL Pension Schemes Claims
4A	SCC Pension Schemes Claims

2.Non-Voting Impaired Classes of Claims and Interests

The Classes listed below are not entitled to receive or retain any property under the Plan.  Under Bankruptcy Code § 1126(g), Holders of Claims and Interests in such Classes are deemed to reject the Plan, and the votes of such Holders of Claims and Interests will not be solicited:

5 SCL Common Stock Interests

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Pursuant to the Solicitation Procedures, these parties shall receive the Notice of Non-Voting Status With Respect To Impaired Classes Deemed to Reject the Plan.

3.Unimpaired Classes of Claims and Interests

All other Classes are Unimpaired under the Plan and deemed under Bankruptcy Code § 1126(f) to have accepted the Plan.  Their votes to accept or reject the Plan will not be solicited.  Acceptances of the Plan are being solicited only from those who hold Claims in an Impaired Class whose members will receive a distribution under the Plan. Pursuant to the Solicitation Procedures, these parties shall receive the Notice of Non-Voting Status With Respect To Unimpaired Classes Deemed to Accept the Plan and Unclassified Classes.

D.Contents of Solicitation Package

The following materials constitute the Solicitation Package:

·a cover letter describing the contents of the Solicitation Package and urging the Holders in each of the Voting Classes to vote to accept the Plan (and the Bermuda Scheme of Arrangement, as applicable);

·the Solicitation Procedures Order, which, among other things, (i) approves this Disclosure Statement as containing “adequate information” in accordance with section 1125 of the Bankruptcy Code, (ii) fixes a voting record date, (iii) approves solicitation and voting procedures with respect to the Plan, (iv) approves the form of the Solicitation Package and the notices to be distributed with respect thereto, and (v) schedules certain dates in connection therewith;

·a copy of the Solicitation Procedures;

·a copy of the proposed form of the Bermuda Scheme of Arrangement and the Bermuda Scheme of Arrangement Explanatory Statement;

·an appropriate form of Ballot and/or Master Ballot and applicable Voting Instructions;

·the Confirmation Hearing Notice;

·the approved form of the Disclosure Statement with all exhibits, including the Plan, and any other supplements or amendments to these documents which may be Filed with the Bankruptcy Court; and

·such other materials as the Bankruptcy Court may direct.

E.Distribution of Solicitation Documents

The Debtors shall serve the Solicitation Package (in the manner approved by the Bankruptcy Court in the Solicitation Procedures Order) on:

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(a)Holders of Claims for which Proofs of Claims have been timely Filed, as reflected on the claims register as of the Voting Record Date; provided, however, that Holders of Claims to which an objection is pending at least fifteen days prior to the Confirmation Hearing shall not be entitled to vote unless they become eligible through Resolution Event, as set forth in more detail in section C.3 of the Solicitation Procedures;

(b)Holders of Claims that are listed in the Schedules Filed with the Bankruptcy Court, with the exception of those Claims that are scheduled as contingent, unliquidated, or disputed (excluding such scheduled Claims that have been superseded by a timely Filed Proof of Claim);(13)

(c)Holders whose Claims arise pursuant to an agreement or settlement with the Debtors, as reflected in a document Filed with the Bankruptcy Court, in an order of the Bankruptcy Court, or in a document executed by the Debtors pursuant to authority granted by the Bankruptcy Court, in each case regardless of whether a Proof of Claim has been Filed;

(d)the assignee of a transferred Claim (whether a timely Filed or scheduled Claim) shall be permitted to vote such Claim only if the transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e) and such transfer is reflected on the Claims Register on the Voting Record Date;

(e)with respect to any Beneficial Holder, to the applicable Nominee, as reflected in the relevant records as of the Voting Record Date;

(f)the U.S. Securities and Exchange Commission;

(g)the Internal Revenue Service; and

(h)the United States Trustee for the District of Delaware.

Additionally, the Debtors will serve a CD-Rom containing the Solicitation Procedures Order, the Disclosure Statement, and all exhibits to the Disclosure Statement, including the Plan, to (a) counsel for each of the Creditors’ Committees and (b) all parties who have Filed and not

(13)Pursuant to Bankruptcy Rule 3003(c)(2), with respect to all Entities who are listed on the Schedules as having a Claim or a portion of a Claim that is disputed, unliquidated, or contingent which Entity did not timely File a Proof of Claim, the Debtors shall not distribute any documents or notices on account of such Claim.

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withdrawn requests for notices under Bankruptcy Rule 2002 as of the Voting Record Date and (c) the directors of the Non-Debtor Subsidiaries.

F.Releases Under the Plan

AS SET FORTH IN DETAIL IN ARTICLE IV, ALL IMPAIRED CREDITORS ENTITLED TO VOTE WHO VOTE TO ACCEPT THE PLAN BY THE VOTING DEADLINE, SHALL BE DEEMED TO HAVE ACCEPTED THE RELEASE PROVISIONS IN THE PLAN UNLESS THEY RETURN A BALLOT TO THE SOLICITATION AGENT BY THE VOTING DEADLINE REJECTING THE RELEASE PROVISIONS IN THE PLAN.

G.Voting

BALLOTS CAST BY HOLDERS AND MASTER BALLOTS CAST ON BEHALF OF BENEFICIAL HOLDERS IN CLASSES ENTITLED TO VOTE MUST BE RECEIVED BY THE CLAIMS AND SOLICITATION AGENT BY THE VOTING DEADLINE AT THE FOLLOWING ADDRESSES:

Within the U.S.:

If by mail:	If by courier/hand delivery:
BMC Group	BMC Group
Attention: Sea Containers Ltd. Claims and	Attention: Sea Containers Ltd. Claims and
Solicitation Agent	Solicitation Agent
P.O. Box 949	444 North Nash Street
El Segundo, California 90245-0949	El Segundo, California 90245

Outside of the U.S.:

If by mail or courier/hand delivery:

BMC Group, Inc.

Attention: Sea Containers Ltd. Claims and

Solicitation Agent

31 Southampton Row

4th Floor

Holborn, London WC1 B5HJ

England, United Kingdom

IF YOU HAVE ANY QUESTIONS ON VOTING PROCEDURES, PLEASE CALL THE CLAIMS AND SOLICITATION AGENT AT: (A) IN THE U.S., (888) 909-0100; (B) IN EUROPE, 00-800-3325-7666; OR (C) OUTSIDE THE U.S. AND EUROPE, (702) 425-2280.

Ballots received after the Voting Deadline will not be counted by the Debtors in connection with the Debtors’ request for Confirmation of the Plan. The method of delivery of Ballots to be sent to the Claims and Solicitation Agent is at the election and risk of each Holder

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of a Claim or Interest.  Except as otherwise provided in the Plan, such delivery will be deemed made only when the original executed Ballot is actually received by the Claims and Solicitation Agent.  In all cases, sufficient time should be allowed to assure timely delivery.  Original executed Ballots or Master Ballots are required.  Delivery of a Ballot or Master Ballot to the Claims and Solicitation Agent by facsimile, e-mail, or any other electronic means will not be accepted.  No Ballot or Master Ballot should be sent to the Debtors, their agents (other than the Claims and Solicitation Agent), any indenture trustee (unless specifically instructed to do so), or the Debtors’ financial or legal advisors, and if so sent will not be counted.

The Debtors expressly reserve the right to amend, at any time and from time to time, the terms of the Plan (subject to compliance with the requirements of Bankruptcy Code § 1127).  If the Debtors make material changes in the terms of the Plan or if the Debtors waive a material condition, the Debtors will disseminate additional solicitation materials and will extend the solicitation, in each case to the extent directed by the Bankruptcy Court.

IN LIGHT OF THE BENEFITS OF THE PLAN FOR EACH CLASS OF CLAIMS AND INTERESTS, THE DEBTORS RECOMMEND THAT HOLDERS OF CLAIMS AND INTERESTS IN EACH OF THE IMPAIRED CLASSES VOTE TO ACCEPT THE PLAN.

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ARTICLE XI.
RECOMMENDATION

In the opinion of the Debtors’ boards of directors and the Debtors, the Plan is preferable to any other alternative described herein because it provides for a larger distribution to the Holders of Claims than would otherwise result in a liquidation under chapter 7 of the Bankruptcy Code.  In addition, any alternative other than Confirmation of the Plan could result in extensive delays and increased administrative expenses resulting in smaller distributions to the Holders of Claims. Accordingly, the Debtors recommend that Holders of Claims entitled to vote on the Plan vote to accept the Plan.

	Respectfully Submitted,
Dated: September 22, 2008	Sea Containers Caribbean Inc., Sea Containers Ltd., and Sea Containers Services Ltd.
	By:	/s/ Laura Barlow
	Name:	Laura Barlow
	Title:	Chief Financial Officer and Chief
		Restructuring Officer
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
Young Conaway Stargatt & Taylor	Sienna R. Singer
The Brandywine Building	Kirkland & Ellis LLP
1000 West Street, 17th Floor	200 East Randolph Drive
P.O. Box 391	Chicago, IL 60601
Wilmington, DE 19801	Telephone: (312) 861-2000
Telephone: (302) 571-6600	Facsimile: (312) 861-2200
Facsimile: (302) 571-1253
Counsel for the Debtors and the Debtors in Possession

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EX-99.6

Exhibit 99.6

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  It is being sent to Scheme Creditors, being certain creditors of Sea Containers Limited.  If you are in any doubt as to any aspect of these proposals and/or about the action you should take, you should consult your solicitor/attorney or other professional adviser without delay.

This document is not an offer with respect to any securities or a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of title 11 of the US Bankruptcy Code, 11 U.S.C. sec. 101-1532.  Any such offer or solicitation will comply with all applicable securities laws and provisions of the US Bankruptcy Code.

Further copies of this document may be obtained from the Claims and Solicitation Agent whose contact details are set out on page 4.

If you have sold or otherwise transferred, or sell or transfer prior to the date of this document as set out below, your interests as a Scheme Creditor you must forward a copy of this document to the person or persons to whom you have sold or otherwise transferred such interests, or to the broker, bank or other agent through whom the transfer was carried out for onward transmission to that person or persons.  However, such documents should not be forwarded to or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

Proposal in relation to a

SCHEME OF ARRANGEMENT

(pursuant to section 99 of the Companies Act 1981 of Bermuda)
between

SEA CONTAINERS LIMITED

and its

SCHEME CREDITORS

(as defined in the Scheme of Arrangement)

This document comprises an explanatory statement for the purposes of section 100 of the Companies Act 1981 of Bermuda in relation to the Scheme and a letter from the Company containing a recommendation from the Board that you vote in favour of the proposals appears in Part I of this document.  The actions you are recommended to take as a Scheme Creditor are set out in paragraphs 10 and 11 of the Company’s letter set out in Part I of this document.

A meeting for each Class of Scheme Creditor, convened by order of the Bermuda Court to consider the Scheme will be held at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda on [12 November] 2008 commencing at 10.00 a.m.(AST/Bermuda time)  A notice of the meetings is set out in Part III of this document and the action if any, required to be taken by Scheme Creditors is set out in paragraphs 10 and 11 of Section I of Part I of this document.  If you are a Non-Plan Third Party Creditor, whether or not you intend to be present at the Scheme Meeting for the Class into which your Scheme Claim falls, you are requested to complete and return the Form of Proxy appointing a proxy on your behalf and the Voting Form which are set out at Appendix I and Appendix II to Part I in accordance with the instructions printed on it as soon as possible and at the latest by 5.30 p.m. (AST/Bermuda time) on [10 November 2008].

[·] 2008

CONTENTS

PART I: EXPLANATORY STATEMENT	7
APPENDIX I TO PART I	49
APPENDIX II TO PART I	56
APPENDIX III TO PART I	66
APPENDIX IV TO PART I	67
PART II: THE SCHEME OF ARRANGEMENT	70
PART III: NOTICE OF MEETINGS TO SCHEME CREDITORS	121

IMPORTANT NOTICE TO SCHEME CREDITORS

The Scheme

This document has been prepared in connection with a proposed scheme of arrangement (the “Scheme”) pursuant to section 99 of the Companies Act between Sea Containers Limited (“SCL” or the “Company”) and its Scheme Creditors (as defined in the Scheme).

Scheme Claims

The Scheme will take effect as a court sanctioned compromise of “Scheme Claims”, being any claim or right which a Scheme Creditor has, or may in any circumstance become entitled to bring or enforce, against the Company in respect of or arising from, whether directly or indirectly, the following:

(i)Pension Schemes Indebtedness, pursuant to and in accordance with the terms of the Pensions Schemes Settlement Agreement and the Plan; and

(ii)any and all Liability of the Company to a Third Party Creditor in respect of Third Party Indebtedness.

For the avoidance of doubt and in order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of, The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will:

(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

(ii)be preserved in full.  If the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

Scheme Creditors

The Scheme Creditors are the creditors of the Company that hold Allowed Claims or that are eligible to submit a claim in the Scheme prior to the Bar Date, despite a failure to submit a claim in the Plan prior to the US Bar Date (or the Employee Bar Date as applicable), unless failure to do so was the result of wilful default or lack of reasonable diligence, as determined by the Chairman in his sole discretion.

1

Those Scheme Creditors who have an Allowed Claim under the Plan will be deemed to also have claimed in the Scheme for an amount equivalent to its Allowed Claim.  Such Scheme Creditors are not required to submit a separate Claim Form in the Scheme to register their claim in the Scheme.  Only Non-Plan Third Party Creditors need to complete and return a Claim Form to the Scheme Administrators.  Non-Plan Third Party Creditors who have only claimed in the Scheme will not, by claiming in the Scheme, be deemed to have claimed in the Plan, however, to the extent such Claims become Admitted Scheme Claims, they will be entitled to receive a Distribution under and in accordance with the terms of the Plan.

Entitlement to vote at the Scheme Meetings

The Pension Scheme Trustees and the Third Party Creditors are each Classes of Scheme Creditors and may attend and vote at the applicable Scheme Meeting for the Class into which their Scheme Claim falls.  Notice of the Scheme Meetings is set out at Part III of this document.

If you are a Scheme Creditor who is deemed to have claimed in the Scheme or who, in fact, has claimed or will claim in the Scheme, you will be entitled to attend and (provided your Scheme Claim is allowed for voting purposes) vote at the Scheme Meeting for the Class into which your Scheme Claim falls, to consider and, if thought fit, approve the Scheme.  There will be a meeting for each Class of Scheme Creditors and each Class will vote separately.  The Scheme will fail unless the approval of the requisite majority of each Class is obtained.  Creditors with Allowed Claims that are impaired by the Plan and have been admitted for voting purposes in the Plan may vote on the Plan and the Scheme.  There will be separate votes, one on the Scheme, and the other on the Plan.  In order to assist Creditors who are entitled to vote in both the Plan and the Scheme, Scheme Creditors who are deemed to have claimed in the Scheme by virtue of their Allowed Claim under the Plan will be entitled to vote on both the Scheme and the Plan on one combined Plan Ballot, which when completed will constitute a vote on the Plan and a proxy, in favour of the Chairman, in respect of the Scheme.  Creditors who wish their Claims to be admitted for voting purposes in the Scheme only or who wish to exercise their vote in a way not contemplated by the Plan Ballot are invited to contact the Company and will be provided with a special proxy form to vote at the applicable Scheme Meeting for the Class into which such Scheme Claim falls, in person or by proxy.  Non-Plan Third Party Creditors who do not have an Allowed Claim under the Plan and whose failure to File a timely Claim under the Plan is not, in the opinion of the Chairman, as a result of wilful default or lack of reasonable diligence, will be entitled to vote on the Scheme using the Voting Form and Form of Proxy attached hereto.

The Bar Date

One of the important differences between the Chapter 11 Cases and the Scheme is that, in the US, it is possible for the court to set a “bar date”, being a date by which all Creditors must submit details of their Claims, failing which they will be prevented from pursuing a Claim.

By the US Bar Date Order, the US Bankruptcy Court set this date for 16 July 2007.  The US Bankruptcy Court also set the Employee Bar Date for 25 August 2008 by the Employee Bar Date Order.  You should have already received correspondence within the Chapter 11 Cases notifying you of this, and of any steps you must have taken in order to protect any Claim you may have against any of the Debtors.  The procedure in Bermuda in connection with the submission of Creditors’ Claims is somewhat different.  A Bar Date for the submission of claims is set within the terms of the Scheme.

2

Pursuant to the Scheme, the Scheme Administrators may allow a Creditor to submit a Claim after the US Bar Date (or the Employee Bar Date, as applicable) where such Creditor’s failure to File a Claim under the Plan was not, in the opinion of the Scheme Administrators, as a result of wilful default or lack of reasonable diligence and the Scheme Administrators may accordingly permit such Creditor to participate in the Scheme.  The Scheme contemplates that a final date for the submission of Claims on such a basis, will be set as [5.30 p.m. AST/Bermuda time) on 22 December 2008].

Information

This document (including, in particular, the Explanatory Statement) has been prepared solely to assist Scheme Creditors in respect of voting on the Scheme.  Nothing in this document or any other document issued with or appended to it should be relied on for any other purpose than to make a decision on the Scheme.  The statements contained in this document are made as at the date of this document, unless another time is specified. Service of this document shall not give rise to any implication that there has been no change to the facts set out in it since such date.

The summary of the principal provisions of the Scheme and related matters in this document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out at Part II of this document.  Each Scheme Creditor is advised to read and consider carefully the text of the Scheme.

The information contained in this document has been prepared based upon information available to the Company. To the best of the Company’s knowledge, information and belief, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information.  Nothing contained in this document shall constitute a representation, warranty or guarantee of any kind, express or implied, on the part of any person with respect to any matter whatsoever, and no person has been authorised by the Company to make any representations concerning the Scheme which are inconsistent with the statements made in this document and, if made, such representation may not be relied upon as having been authorised.  Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company, SCSL or the Group.

None of the Scheme Creditors, the Scheme Administrators, the Scheme Adjudicator or the Claims and Solicitation Agent, or their respective financial or legal advisers, who have engaged in discussion or who have consulted with the Company and its advisers concerning the Scheme and/or who have assisted or will assist with the distribution of documentation relating to the Scheme, the voting procedures in respect of the Scheme and/or the submission of delivery elections in respect of Scheme Consideration, has verified that the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information.  Each of these persons expressly disclaims responsibility for such information.

Information submitted by a Scheme Creditor in respect of the amount of a Scheme Claim against the Company in the Claim Form returned to the Company shall be used, but shall not be conclusive, in calculating entitlements to Scheme Consideration under the Scheme.

You should not construe the contents of this document as legal, tax, financial or other professional advice. You are recommended to consult your own professional advisers as

3

to legal, tax, financial or other matters relevant to the action you should take in connection with the Scheme.

Scheme Creditors should carefully consider the provisions of the Scheme with respect to legal and regulatory restrictions generally.  Any persons who are in doubt as to how legal or regulatory restrictions may affect them in relation to the Scheme are strongly advised to consult professional advisers.

Assistance for Scheme Creditors

If you are a Scheme Creditor as described above, you should refer to the relevant explanations at Section IV of this Explanatory Statement to assist you in determining what actions will be required of you in connection with the Scheme.

The Company has appointed BMC Group as its Claims and Solicitation Agent in respect of the Scheme to facilitate communications with Scheme Creditors.  If you have any queries relating to this document or what is required of you, please contact the Claims and Solicitation Agent, whose contact details are set out below, for assistance. All relevant documentation may be found at www.bmcgroup.com/scl.

Please contact the Claims and Solicitation Agent at:

BMC Group Inc.
Attention: Sea Containers Ltd. Claims and Solicitation Agent
31 Southampton Row, 4th floor
Holborn

London
WC1B 5HJ
England

Telephone: 00-800-3325-7666 (UK/European Toll Free)
or 001 702 425 2280 (for callers outside UK/Europe/US)

or at:

444 Nash Street
El Segundo
California 90245
Telephone: 001 888 909 0100 (US Toll Free)

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KEY DATES AND EXPECTED TIMETABLE(1)

The times and dates given below and mentioned throughout this document are based on current best case expectations and are subject to change.

Defined terms used in this timetable have the meanings set out in Part II of this document.

Record Date(2)	15 October 2006
Date of publication of this document	[10 October] 2008
Latest time and date for receipt of Forms of Proxy from Scheme Creditors for the Scheme Meetings	[10 November 2008]
Scheme Meetings	[12 November 2008]
Court Hearing of the Petition to sanction the Scheme	[21 November 2008]
Earliest Effective Date(3)	[25 November 2008]
Bar Date	[22 December 2008]
Distribution of Scheme Consideration	as soon as practicable after the Plan Effective Date

Scheme Creditors will be kept advised via the Website www.bmcgroup.com/scl of the progress of the Scheme and of any significant changes to the expected timetable under the Scheme.

(1)	The times and dates (including those of the Effective Date) in this timetable are indicative only, are based upon the Company’s current best case expectation and will depend, amongst other things, on the timetable fixed by the Court, whether one or both Scheme Meeting is adjourned, the date upon which the Court allocates a hearing for sanction of the Scheme, whether objections are lodged in respect of the Scheme and the date on which steps are taken to make the Scheme Effective. All references to time in this document are to AST/Bermuda time except where otherwise stated.
(2)	All Scheme Claims are valued as at the Record Date.
(3)	This date is indicative only and based upon the Company’s current best case expectation, and may change as a result of, inter alia, any of the factors outlined in Note (1) above.

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INDEX TO PART I: EXPLANATORY STATEMENT

SECTION I : LETTER FROM THE COMPANY		7
SECTION II : INTRODUCTION		16
1.	Definitions and Interpretation	16
2.	History of the Company and Background to the Scheme and Plan	16
3.	Purpose	24
SECTION III : BACKGROUND TO THE SCHEME OF ARRANGEMENT		25
1.	What is a Scheme of Arrangement and a Plan of Reorganisation?	25
2.	What is proposed?	26
3.	Excluded Liabilities and the Equalisation Reserve	28
4.	Claims against Non-Debtor Subsidiaries	30
5.	Residual Reorganised SCL Assets	31
SECTION IV : SUMMARY OF THE SCHEME		32
1.	Purpose of the Scheme	32
2.	Which Creditors are affected?	33
3.	What will be the effect of the approving of the Scheme on the Plan?	33
4.	Application	33
5.	Voting on the Scheme	33
6.	Corporate Representatives	35
7.	Court approval and filing with the Registrar of Companies of Bermuda	35
8.	Stay of Proceedings and Release	36
9.	Notice of the Effective Date and Distribution of Claim Forms	39
10.	Expenses and Costs of the Scheme	39
11.	Governing Law and Jurisdiction	40
12.	Completing Claim Forms	40
13.	Bar Date And Failure To Return Claim Forms	41
14.	Review of Claim Forms	41
15.	Determination of Scheme Claims	41
16.	Dispute Resolution Procedure	42
17.	Satisfaction of Admitted Scheme Claims	42
18.	Currency of Payments	43
19.	Duration of the Scheme	43
20.	The Scheme Administrators	44
21.	The Scheme Adjudicator	44
22.	Claims and Solicitation Agent	45
23.	documents Available for Inspection	45
SECTION V : COMPARISON OF THE SCHEME PROPOSALS WITH BERMUDIAN AND US INSOLVENCY PROCEDURES		47
1.	The Basic Principles	47
2.	Timing Differences	47
3.	Barring of Creditors’ Claims	48

6

PART I: EXPLANATORY STATEMENT

SECTION I: LETTER FROM THE COMPANY

Sea Containers Limited

	Registered Office:
	Canon’s Court
	22 Victoria Street
	P.O. Box HM1179
	Hamilton
	HM EX
	Bermuda
	[·] 2008
Dear Scheme Creditor
Scheme of Arrangement (“Scheme”)

1.           Introduction

We are writing to you in connection with the Scheme which the Company is proposing to enter into with its Scheme Creditors.  Unless otherwise indicated, capitalised terms and expressions defined in the Scheme shall have same meanings when used in this letter and the remainder of the Explanatory Statement.  The Scheme is set out in full in Part II of this document and a summary of its principal terms is set out in Section IV of the Explanatory Statement.

The purpose of the Explanatory Statement, of which this letter forms part, is to:

(i)provide background information in relation to the Company and the business to be included in the Scheme;

(ii)explain the reasons for the Scheme; and

(iii)summarise the main provisions of the Scheme,

in order to assist Scheme Creditors to reach an informed decision on whether to vote in favour of the Scheme at the forthcoming Scheme Meetings at which the Scheme proposals will be formally submitted to Scheme Creditors for their approval.

The Explanatory Statement should not be relied upon as a substitute for reading the full terms of the Scheme.  Copies of the Scheme document, the Explanatory Statement, Voting Form, Form of Proxy and, in due course, the Claim Form, along with the Plan and the Disclosure Statement are (or, in respect of the Claim Form, will be) available for downloading from the

7

Scheme website at www.bmcgroup.com/scl (the “Website”) or available in hard copy from the Claims and Solicitation Agent on request to the address given below.

2.           What is a Scheme of Arrangement and how does it become binding?

A scheme of arrangement of the kind proposed by the Company is an arrangement provided for by section 99 of the Companies Act between a company and its creditors (or any class of them).  The Scheme will become effective in accordance with its terms (“Effective”) if:

(i)a majority in number representing 75 per cent. in value of the Scheme Creditors of each Class present and voting either in person or by proxy at the meeting for each Class of Scheme Claim ordered to be summoned by the Court agrees to the arrangement; and

(ii)the arrangement is sanctioned by order of the Court which grants an order to this effect (the “Order”); and

(iii)the Plan has been confirmed by the US Bankruptcy Court; and

(iv)a copy of the Order is delivered to the Registrar of Companies in Bermuda for registration (“Registrar”).

A Scheme Meeting for each Class of Scheme Creditor will be held on [12 November] 2008 at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda at 10.00 a.m. (AST/Bermuda time) to consider and vote on the proposed Scheme.

3.           Why has the Scheme been proposed?

The purpose of the Scheme is:

(i)to constitute a compromise and arrangement between the Company and the Scheme Creditors by: (a) the Scheme Creditors exchanging their Scheme Claims for the Scheme Consideration; and (b) providing full and effective releases of all of the Liabilities of the Company in respect of Scheme Claims, save to the extent set out in the Explanatory Statement and the Scheme; and

(ii)to facilitate a reorganisation and restructuring of the Company in a coordinated manner with the Plan.  Coordination of the Scheme with the Plan is crucial to ensure that there are minimal differences between the Chapter 11 Cases and the Bermuda Proceedings.  Without coordination there would be no assurance that comparable creditors would be treated in a similar manner.  Failure to coordinate the Bermuda Proceedings and the Chapter 11 Cases would increase the complexity and cost of any reorganisation and delay and potentially reduce the distributions to Creditors under the Scheme and the Plan.

In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However,

8

subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will:

(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

(ii)be preserved in full.  If the Plan becomes effective, and The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

4.Potential Advantages of the Scheme

The Company believes that the Scheme offers Scheme Creditors the following advantages:

(i)Early payment. The Scheme should enable Scheme Creditors to finalise their dealings with the Company sooner than if the Company were put into liquidation;

(ii)Claims agreement process. The Scheme will provide a fair, practical and cost effective process for Scheme Creditors and the Company to agree all present and future Scheme Claims that have not otherwise been determined in accordance with the Chapter 11 Cases. Any Claim asserted by a Non-Plan Third Party Creditor which cannot be agreed, will be referred to and determined by the Scheme Adjudicator under the Dispute Resolution Procedure. The Scheme Adjudicator will have a discretion to determine that any costs associated with the adjudication of such a Scheme Claim will be paid by one of the parties or apportioned between them. The Company hopes that this will ensure that only genuinely disputed claims reach adjudication. Insofar as the law allows, a determination of the Scheme Adjudicator will be binding on the Company and the relevant Scheme Creditor;

(iii)Exclusion of Intercompany Claims.  The Scheme enables the Company to constitute a compromise and arrangement with its Scheme Creditors and facilitate a reorganisation of the Company in accordance with the Plan without the need to determine and pay Intercompany Claims.  This allows significant simplification of the Claims determination process and speeds up distribution;

(iv)Certainty and Finality. The Scheme should enable Scheme Creditors to receive full and final payment of their Admitted Scheme Claims pursuant to and in accordance with the terms of the Plan and finalise their involvement with the Company; and

(v)U.K. Pension Protection Fund eligibility. By excluding any Section 75 Debt from the Scheme, The Trustees of the Sea Containers 1983 Pension Scheme will not compromise any such debts in a manner which may render the 1983 Pension Scheme ineligible for the U.K. Pension Protection Fund but, subject always to satisfaction of

9

the conditions under the 1983 Scheme Deed of Compromise and payment of US$1 by the Company or Reorganised SCL, the Section 75 Debt which is due from the Company will be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL or, if the foregoing does not apply and the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt of the Company in full.

5.Potential Disadvantages of the Scheme

In considering the Scheme, Non-Plan Third Party Creditors should also be aware of the following possible disadvantage:

Failure to submit a Claim Form.  If a Non-Plan Third Party Creditor fails to lodge his Claim Form by the Bar Date (being 5.30 p.m. (AST/Bermuda time)) on [22 December 2008]), that Non-Plan Third Party Creditor’s Scheme Claim will be valued at nil and shall be deemed to have been paid in full by the Company.  Non-Plan Third Party Creditors will not be able to amend or change their Claim Form after the Bar Date but will in certain circumstances be able to provide further information after the Bar Date to support their Claims.  The Company has and will further seek to ensure that the Bar Date is brought to the attention of Non-Plan Third Party Creditors so that they have the opportunity to complete and lodge Claim Forms by that date.  Claim Forms will be sent to those Non-Plan Third Party Creditors of whom the Company is aware reminding Non-Plan Third Party Creditors of the Bar Date.  Advertisements will also be placed in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International).

It is impossible to address each Scheme Creditor’s individual circumstances with the result that it is impossible to regard this list of advantages and disadvantages as exhaustive.  Each Scheme Creditor is therefore advised to make its own assessment of how the Scheme may affect its own interests.

6.Who will be affected?

The proposed Scheme is between the Company and its Scheme Creditors and accordingly only Scheme Creditors will be affected.  “Scheme Creditor” is a defined term in the Scheme itself but, in summary are the Pension Scheme Trustees and the Third Party Creditors.

Scheme Creditors should note that, if Effective, the Scheme will bind the Company and all of its Scheme Creditors, irrespective of whether or not those Scheme Creditors received actual notification of the Scheme and/or whether they voted at the relevant Scheme Meeting or, if they voted, of whether they voted for or against the Scheme.

7.Which creditors are not covered by the Scheme?

The Scheme will not affect any creditor of the Company who is not a Scheme Creditor for the purposes of a Scheme Claim including, for the avoidance of doubt, the holders of Intercompany Claims and the holders of any claims that are preferred as a matter of Bermuda law.  The Company has examined its books and records and has determined it has no such preferred Creditors, save for the Joint Provisional Liquidators in respect of their costs and

10

expenses, which costs and expenses are being provided for under and in accordance with the terms of the Plan.

8.Treatment of Claims

Those Scheme Creditors who have an Allowed Claim under the Plan will be deemed to also have claimed in the Scheme for an equivalent amount as their Allowed Claim.  Such Scheme Creditors are not required to submit a separate Claim Form in the Scheme to register their Claim in the Scheme.  Only Non-Plan Third Party Creditors need to complete and return a Claim Form to the Scheme Administrators.  Non-Plan Third Party Creditors who have only claimed in the Scheme will not, by claiming in the Scheme, be deemed to have claimed in the Plan.

In order to ensure that all Creditors are treated equally (and receive only one Distribution in respect of each Allowed Claim), the Scheme and the Plan together will have a common system of distribution.  The Scheme Administrators will advise the Plan Administrator of each Non-Plan Third Party Creditor that has an Admitted Scheme Claim pursuant to the terms of the Scheme and the Plan Administrator will make provision for such Non-Plan Third Party Creditor to receive Distributions under and in accordance with the terms of the Plan.  Therefore, Scheme Creditors who claim only in the Scheme and not in the Plan will receive a Distribution under and in accordance with the terms of the Plan and will not be disadvantaged by only claiming in the Scheme.

9.Voting on Scheme

If you are a Scheme Creditor who would be deemed to have a claim in the Scheme or who would otherwise be subject to the Scheme, you will be entitled to attend and (provided your Scheme Claim is allowed for voting purposes) vote at the relevant Scheme Meeting, to consider and, if thought fit, approve the Scheme.  There will be a meeting for each Class of Creditors for the Scheme, however, and each Class will vote separately.  The Scheme will require the requisite majority approval of each Class and will fail unless the approval of each Class is obtained.  Creditors with Allowed Claims that are impaired by the Plan and have been admitted for voting purposes in the Plan may vote on the Plan and the Scheme.  There will therefore be separate votes, one on the Scheme, and the other on the Plan.  In order to assist Creditors who are entitled to vote on both the Plan and the Scheme, the Company has prepared the Plan Ballot, which, when completed, will constitute both a vote on the Plan and a proxy, in favour of the Chairman, in respect of the Scheme.  This is designed to simplify the process of voting for Creditors.  Creditors who wish their Claims to be admitted for voting purposes in the Scheme only or who wish to exercise their vote in a way not contemplated by the Plan Ballot are invited to contact the Company and will be provided with a special proxy form to vote at the relevant Scheme Meeting, in person or by proxy.  Non-Plan Third Party Creditors who have claimed only in the Scheme will be entitled to vote on the Scheme using the Voting Form and Form of Proxy attached hereto, provided, in the opinion of the Chairman, the failure of such Non-Plan Third Party Creditor to File a Claim in the Plan is not a result of wilful default or lack of reasonable diligence.  Appendix I to the Explanatory Statement contains the Form of Proxy and Appendix II to the Explanatory Statement contains the Voting Form to be used, together with guidance notes for completing them.

11

10.What will happen after the Scheme becomes Effective?

Once the Scheme becomes Effective (see paragraph 2 above), Non-Plan Third Party Creditors will be sent a blank Claim Form (further copies of which will be available for downloading from the Website), which each Non-Plan Third Party Creditor should complete and return to the Scheme Administrators so that the Scheme Administrators receive the Claim Form before the Bar Date.

Non-Plan Third Party Creditors should note that the deadline for submitting completed Claim Forms is the Bar Date, being 5.30 p.m. (AST/Bermuda time) on [22 December] 2008.  If a Claim Form in respect of the Company is not returned by a Non-Plan Third Party Creditor and received by the Scheme Administrators by the Bar Date, that Non-Plan Third Party Creditor’s Scheme Claim shall be valued at nil and deemed to have been paid in full by the Company under the Scheme and the Company shall have no further liability or obligation in relation to that Scheme Claim whether under the Scheme or otherwise.

Each Claim which is deemed submitted in the Scheme by virtue of being Allowed for Plan purposes shall be admitted under the Scheme for an amount equivalent to its Allowed Claim.  In respect of all Non-Plan Third Party Claims, the Scheme Administrators will endeavour to agree and establish all notified Scheme Claims submitted under each Claim Form returned to it.  Any Scheme Claims (or the application of any set-off, counterclaim or deduction in relation to such Scheme Claims) or other relevant matters which cannot be agreed between the relevant Non-Plan Third Party Creditor and the Scheme Administrators will be referred as disputed Scheme Claims to the Scheme Adjudicator.  The Scheme Adjudicator will make a final determination in respect of each disputed Scheme Claim referred to him in accordance with the Dispute Resolution Procedure set out in the Scheme.  The Scheme Adjudicator’s decision will be final and binding and there will be no right of appeal or other recourse to a court of law from that decision (except as may be permitted under Bermuda law).

It is intended that all Distributions will be made pursuant to Article IX of the Plan.  Non-Plan Third Party Creditors with Admitted Scheme Claims will be entitled to the same Distributions as Plan Third Party Creditors in the same Class, which will be made at the same time as distributions under the Plan.  The Scheme Administrators will notify the Plan Administrator of all Non-Plan Third Party Creditors who have an Admitted Scheme Claim pursuant to the terms of the Scheme and the Plan Administrator will provide for such Non-Plan Third Party Creditors to receive Distributions under and in accordance with the terms of the Plan.

It is anticipated that distributions to Scheme Creditors under the Plan in respect of Admitted Scheme Claims will commence during January 2009.

In order to ensure that all Creditors are treated equally (and receive only one Distribution in respect of each Allowed Claim), the Scheme and the Plan together will have a common system of distribution.  The Scheme Administrators will advise the Plan Administrator of each Non-Plan Third Party Creditor that has an Admitted Scheme Claim and the Plan Administrator will make provision for such Non-Plan Third Party Creditor to receive a Distribution under and in accordance with the terms of the Plan.   Therefore, Scheme Creditors who claim only in the Scheme and not in the Plan will receive a Distribution under and in accordance with the terms of the Plan.

12

11.What should Scheme Creditors do now?

If you are a Scheme Creditor, you are entitled to attend and vote at the relevant Scheme Meeting.  The Scheme Meetings will be convened pursuant to the directions which have been given by the Court for the purpose of allowing Scheme Creditors to consider and, if thought fit, approve the Scheme.  The Scheme Meetings will be held on [12 November] 2008 at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda at 10.00 a.m. (AST/Bermuda time).

Formal notice of the Scheme Meetings is given in Part III of this document and will be published in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International). Scheme Creditors may attend the applicable Scheme Meeting for the Class into which their Claim falls in person (or, if a corporation, by a duly authorised representative) or may vote by proxy.  Appendix I to the Explanatory Statement contains the Form of Proxy and Appendix II to the Explanatory Statement contains the Voting Form for all Non-Plan Third Party Creditors to be used at the relevant Scheme Meeting together with guidance notes for completing them.  Scheme Creditors who have voted in the Plan Ballot or by special proxy will have given their proxy to the Chairman of the relevant Scheme Meeting to vote on their behalf.  Any Scheme Creditor may still attend the relevant Scheme Meeting in person but any proxy will not be entitled to vote if such Scheme Creditor votes in person.  Whether or not Scheme Creditors intend to be present in person at the relevant Scheme Meeting, they are requested to complete and sign the relevant Form of Proxy and Voting Form, special proxy form or Plan Ballot, as applicable, in accordance with the instructions printed on the forms and the guidance notes.

Completed Forms of Proxy and Voting Forms should be returned as soon as possible, and in any event so that they are received by 5.30 p.m. (AST/Bermuda time) on [10 November] 2008, to:

BMC Group Inc
Attention:  Sea Containers Limited Claims and Solicitation Agent
31 Southampton Row
4th Floor
Holborn
London
WC1B 5HJ
England

Telephone: 00-800-3325-7666 (UK/European Toll Free) or 001 702 425 2280 (for callers outside UK/Europe/US)

The Company would like as many votes as possible to be cast at the relevant Scheme Meeting (whether in person or by proxy).  Each Non-Plan Third Party Creditor who has not voted on the Scheme is therefore encouraged to sign and return its Form of Proxy and Voting Form, as applicable, as soon as possible.  Each Plan Third Party Creditor is encouraged to sign and return its Plan Ballot or, if applicable, its special proxy form as soon as possible.

The Company and the Chairman will consider the returned Voting Forms and the votes for the Scheme cast in the Plan Ballot in order to determine the value of each Scheme Creditor’s

13

vote at the relevant Scheme Meeting. The value attributed to each Scheme Creditor’s Scheme Claim for voting purposes will be determined as the amount equivalent to that Scheme Creditor’s Allowed Claim and in respect of all other Scheme Creditors on the basis of the information provided by the Scheme Creditor and the information available from the Company’s records.  Account will also be taken of any known set-off or counterclaim. If the value of a Non-Plan Third Party Creditor’s Scheme Claim for voting purposes is disputed, the value to be attributed to that Non-Plan Third Party Creditor’s Scheme Claim for voting purposes will be determined by the Chairman. The Chairman will be one of the Joint Provisional Liquidators.

For all Scheme Claims that are also Allowed Claims under the Plan, the value to be attributed to such claim by the Chairman will be an amount equivalent to the Allowed Claims.  In all other cases, the Chairman has the power to reject a Scheme Creditor’s valuation of its Scheme Claim, in whole or in part, for voting purposes if he considers that it does not represent a reasonable estimate of the Scheme Creditor’s Scheme Claim against the Company. The decision of the Chairman of the relevant Scheme Meeting as to the value to be placed on a Claim for voting purposes is final and, if possible, will be notified to the relevant Scheme Creditor before the relevant Scheme Meeting and in any event, will be notified before the sanction hearing.

If any Non-Plan Third Party Creditor is uncertain of the amount of any Scheme Claim, it may provide an estimate along with sufficient and appropriate evidence to support the calculation of that estimate. Estimates of Scheme Claims admitted for voting purposes cannot be used for the purpose of agreeing the value of Scheme Claims for payment purposes under the Scheme. The amount of a Scheme Claim admitted for voting purposes will neither constitute an admission of the existence or amount of any Liability of the Company nor bind the Scheme Administrators, the Company, the Scheme Creditor or the Scheme Adjudicator.

As Scheme Liabilities are denominated in various currencies, any Scheme Claims which are not denominated in US Dollars will be converted into US Dollars for the purposes of voting at the relevant Scheme Meeting. They will be converted using the exchange rate as of 16 October 2006, as quoted at 4:00 p.m. (EDT), as the mid range spot rate of exchange for the applicable currency as published in The Wall Street Journal National Edition, on 17 October 2006.

If any Scheme Creditor is unclear about, or has any questions concerning the action it is required to take, it should contact the Sea Containers Ltd, Claims and Solicitation Agent using the contact details given above.

14

12.Recommendation of the Scheme

The Board considers that the Scheme offers Scheme Creditors an effective and economical method of having their claims against the Company determined so as to achieve finality in respect of Scheme Claims, of being paid in the shortest practicable time and ensuring coordination with the Plan. All Scheme Creditors who are entitled to vote at the Scheme Meetings are encouraged to vote in favour of the Scheme.

Yours faithfully

Laura Barlow

Chief Restructuring Officer of Sea Containers Limited

15

SECTION II: INTRODUCTION

1.Definitions and Interpretation

In the Explanatory Statement, unless the context otherwise requires, capitalised terms shall have the meanings defined in Clause 1 of the Scheme which is set out in Part II of this document.

2.History of the Company and Background to the Scheme and Plan

2.1Origins

Incorporated on 3 June 1974, the Company is a Bermuda company whose primary business involves leasing cargo containers to ocean carriers and shippers worldwide.  The Company’s container leasing operations conducted through its GE SeaCo joint venture, remain its core business.  Since the late 1970s, however, the Company has steadily diversified its operations and entered into a wide range of Non-Core Businesses.  The Company carries significant amount of the Group’s debt.  SCL is the ultimate parent of SCSL, Sea Containers Caribbean Inc and, as of the Petition Date, more than 140 Non-Debtor Subsidiaries, including certain subsidiaries in liquidation.  Certain of the Non-Debtor Subsidiaries have been sold, liquidated or wound-down during the Chapter 11 Cases.

2.2GE SeaCo

2.2.1In 1998, SCL and an affiliate of GE Capital Corporation, GE Container SRL (as succeeded by GE Capital Container SRL and GE Capital Container Two SRL, “GE Capital”) formed GE SeaCo SRL (“GE SeaCo”), as a joint venture organised under the laws of Barbados, to engage in the business of leasing marine containers to ocean carriers and shippers and leasing certain land containers.  Prior to formation of GE SeaCo, GE Capital’s parent had engaged in the marine container operating lease business through its subsidiary, Genstar Container Corporation (“Genstar”).  GE SeaCo was formed to operate and manage substantially all of the shipping container operating lease businesses of SCL and Genstar.  Currently, GE SeaCo is one of the four largest container operating lessors in the world with a fleet of approximately 945,000 twenty-foot equivalent units under management, as described below.

2.2.2GE SeaCo was established pursuant to an Omnibus Agreement, dated 19 March 1998, signed by SCL, GE SeaCo, Genstar, and GE Capital (the “Omnibus Agreement”).  The principal transactions and agreement contemplated in the Omnibus Agreement were consummated as of 1 May 1998.  Among the principal documents executed as of 1 May 1998 were a Members’ Agreement between SCL and GE Capital (as amended, the “Members’ Agreement”), a services agreement among SCSL, GE SeaCo, and GE SeaCo Services Ltd (the “JV Services Agreement”), two Master Lease Agreements (as amended, the “MLAs”) and two Equipment Management Agreements (as amended, the “EMAs”).  The Omnibus Agreement contemplated that GE SeaCo would manage the parties’ combined container fleets, with certain exceptions, as well as its own containers.  The containers under management form three distinct groups:

16

(i)the first group (the “Leased Fleet”) is governed by the MLAs and consists of containers that are owned by each of SCL (or its subsidiaries) and Genstar, which GE SeaCo leases in return for payment of rent;(4)

(ii)the second group (the “Managed Fleet”) is subject to the EMAs and consists of containers that are owned by SCL (or its subsidiaries) and Genstar, and managed by GE SeaCo.  GE SeaCo pays out the net earnings of the containers to their respective owners and receives a management fee in exchange; and

(iii)the third and final group of containers is owned outright by GE SeaCo (the “Owned Fleet”).

2.2.3The Company, through its non-debtor, wholly-owned subsidiary Quota Holdings Limited, owns 50% of the Class A Quotas of GE SeaCo, representing the economic value of the Owned Fleet and other assets of GE SeaCo, other than the Leased Fleet.  The Company also owns 30% of the Class B Quotas of GE SeaCo, which represent the residual value of the Leased Fleet following GE SeaCo’s payment of MLA rent and expenses.  The significant majority of the Company’s portions of the Leased Fleet and the Managed Fleet are owned by Sea Containers SPC Ltd., a “bankruptcy remote” subsidiary of the Company established to facilitate a securitised financing arrangement.

2.3Disclosure Statement

The Disclosure Statement provides a great deal of additional information about the businesses of the Group at Article II and Article III and should be read in conjunction with this Explanatory Statement.

2.4Chapter 11 Cases

Following a period of financial difficulties and a steady decline in liquidity, on 15 October 2006, the Company and the other Debtors each filed voluntary petitions for relief in the US Bankruptcy Court under chapter 11 of the US Bankruptcy Code.  The Group commenced the Chapter 11 Cases because: (a) they did not have sufficient cash to pay certain obligations that came due on 15 October 2006; and (b) there was a risk that certain creditors may take precipitous enforcement actions against the Debtors and their assets, which could have jeopardised the value of the Company as a whole and the Debtors ability to successfully reorganise their operations and balance sheet.  In accordance with the US Bankruptcy Code, the Company retained control of its affairs as “debtors in possession” while the Group sought to restructure or refinance itself.  Upon the commencement of the Chapter 11 Cases, as a matter of US Bankruptcy law, the Company received the benefit of an automatic stay of all actions and proceedings against it, intended to provide the Group with breathing space to

(4)Certain U.S. operations of a limited nature were placed in a separate joint venture, GE SeaCo America LLC.  There is a third MLA and a third EMA that govern the operation of the U.S. chassis fleet of Sea Containers America, Inc.

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enable it to negotiate with creditors, suppliers and strategic investors.  The appointment of the Joint Provisional Liquidators in Bermuda also created a “moratorium” against claims by Creditors under Bermuda law.

Pursuant to the foregoing proceedings, on 22 September 2008 the US Bankruptcy Court approved the Disclosure Statement.  The Plan, which may be modified and amended until the Plan Effective Date, sets out the terms of the Debtors’ proposed reorganisation.  The principal objective of the Chapter 11 Cases is the confirmation of the Plan by the US Bankruptcy Court which will bind the Company, any person acquiring property under the Plan, any Creditor or equity interest holder of the Company, and any other person or entity as may be ordered by the US Bankruptcy Court in accordance with the applicable provisions of the US Bankruptcy Code.

The Plan, once confirmed, will not become effective until the Scheme has been approved and sanctioned.  Conversely, the Scheme will not become Effective unless the Plan has been confirmed.

2.5Provisional Liquidation

In furtherance of the proposed reorganisation and in order to facilitate the implementation of the Plan, the Company applied to the Court by way of ex parte summons for the appointment of the Joint Provisional Liquidators.  On 16 October 2006, Gareth H. Hughes of Ernst & Young LLP in the U.K. and John C. McKenna, in Bermuda, were appointed as Joint Provisional Liquidators on terms that allowed the directors to continue in office subject to ongoing monitoring by the Joint Provisional Liquidators pursuant to the order appointing them.  Under the terms of the Provisional Liquidation Order, the Board has the sole right to control and direct the Company’s affairs, subject to monitoring by the Joint Provisional Liquidators.

The initial aim was not for the Joint Provisional Liquidators to take control of the Company (or for that matter the other companies in the Group) with a view to effecting a liquidation.  Rather, it was envisaged that the management of the Company should retain their power to manage the Company’s affairs under the aegis of the Chapter 11 Cases, subject to ongoing monitoring by the Joint Provisional Liquidators pursuant to the order appointing them.  The Court sanctioned this approach at the time the application was made for the appointment of the Joint Provisional Liquidators.

The Joint Provisional Liquidators perform their monitoring role mainly through discussion with senior management and monitoring the business performance of the Company.

The Joint Provisional Liquidators, pursuant to the order appointing them, have reviewed the Plan and the Scheme.  They understand that the Board seeks to facilitate the reorganisation of the Company and the other Debtors under chapter 11 of the US Bankruptcy Code by providing a scheme of arrangement under section 99 of the Companies Act in respect of the Company.  The Joint Provisional Liquidators intend to undertake the roles envisaged for the Scheme Administrators and will use all reasonable endeavours to give effect to the provisions of the Scheme and in doing so implement the provisions of the Plan through the Scheme.  The purpose of the Scheme is to facilitate a reorganisation of the Company in accordance with the Plan.

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2.6GE Settlement

2.6.1A significant proportion of the value of the Debtors’ estates are locked in the GE SeaCo interests.  The Debtors and their advisers, along with the Creditors’ Committees analysed ways to unlock this value for distribution to their Creditors.  This challenge was complicated by certain provisions in the Members Agreement and other governing agreements that condition or restrict the transfer and ownership of GE SeaCo quotas including rights of first offer, tag-along rights and a change of control provision.  To avoid the uncertainty and delay that would be caused by protracted proceedings regarding the potential triggers of any of these provisions, it was clear that the preferred path was a consensual deal with GE SeaCo and GE Capital.  Discussions were initiated between the parties and these progressed to the exchange of drafts of a GE Framework Agreement which resulted in a settlement on 25 April, 2008.  The US Bankruptcy Court approved the GE Framework Agreement on 5 June 2008.  To effect the settlement, the parties will enter into multiple definitive documents which are currently being finalised.

2.6.2The principal terms of the GE Framework Agreement generally fall into the following categories.

(i)facilitating confirmation of the Plan and emergence of Newco through GE Capital’s waiver of the “right of first offer”, “change of control” and other rights under the GE SeaCo governing agreements (solely for the purpose of the Plan);

(ii)termination of the MLAs and the addition of containers subject to the MLAs to the EMA fleets;

(iii)payment of a “Special Termination Fee” to the lessors under the MLAs, the timing of which will be subject to GE SeaCo passing certain financial conditions and which will result in the payment of substantially all of the economic value associated with the Leased Fleet to lessors who are also the members of GE SeaCo (after payment of the Special Termination Fee, the Class B Quotas will retain certain limited voting rights in accordance with Barbados law but will not have material economic value);

(iv)certain amendments to the GE SeaCo governing agreements to update and streamline transfer provisions and to confirm GE Capital’s governance and operational control of GE SeaCo so long as GE Capital continues to own at least twenty per cent of the Class A Quotas;

(v)limitations on Newco’s post-emergence governance and ownership, in light of the potential impact on the regulatory status and business operations of GE SeaCo;

(vi)addition of reporting and informational requirements relating to GE SeaCo;

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(vii)a global settlement and release of outstanding claims among the Debtors, GE Capital and GE SeaCo; and

(viii)giving registration rights to quotaholders of GE SeaCo, including giving GE Capital and SCL the right to make two demand registrations each of their respective GE SeaCo quotas; provided, however, that GE Capital shall have the right to require Newco to first follow an appraisal procedure and potential drag-along at the appraised price for up to one year before GE SeaCo is obligated to honour any demand by Newco.

2.7Pensions Settlement

2.7.1On 8 June 2006, the Company withdrew as a Participating Employer under the 1983 Pension Scheme.  Pursuant to such withdrawal, a Section 75 Debt is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme.

2.7.2On 5 February 2008 the Pensions Regulator issued Financial Support Directions against the Company in respect of SCSL’s liabilities to the Pension Schemes under section 75 of the Pensions Act and requiring the Company to put in place financial support in respect of those liabilities.

2.7.3Further to the Financial Support Directions and following extensive negotiation between the parties, in early February 2008, the Company, SCSL and the Pension Scheme Trustees entered into the Pension Schemes Settlement Agreement pursuant to which and subject to its terms, the parties agreed (among other things) that:

(i)general unsecured claims totalling US$194 million would be allowed against the Company for all purposes in the Chapter 11 Cases;

(ii)the Pension Schemes would have Allowed Administrative Claims totaling US$5 million to be paid in cash within three days of entry of an order approving the Pension Schemes Settlement Agreement;

(iii)the amount, if any, of any Allowed Equalisation Claim (as defined in the Pension Schemes Settlement Agreement)  would be added to and become part of the allowed Pension Scheme Trustees’ general unsecured claims; and

(iv)the Pension Scheme Trustees’ claims against the Company (among others) would be extinguished and discharged, provided that, unless waived by the Pension Scheme Trustees, any Section 75 Debt due from the Company (among others) to the Pension Scheme Trusteess would be resolved by the entry into legally enforceable agreements with the Pension Scheme Trustees, as part of an arrangement under part 26 of the U.K. Companies Act 2006, in order to ensure the Pension Schemes’ continued eligibility for the U.K. Pension Protection Fund.

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2.7.4Modification or Amendment of the Pension Schemes Settlement Agreement:  Notwithstanding the US Bankruptcy Court’s approval of the Pension Schemes Settlement Agreement: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and  (c) 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: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and (c) 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 US$194 million by an amount of up to US$13 million (i.e., to a reduced amount of claim in an amount no less than US$181 million);

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

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

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

then all Scheme Creditors entitled to vote who vote to accept the Plan and approve the Scheme, shall be deemed to have also accepted prospective modifications to the Plan and the Scheme that give effect to the foregoing modified or amended terms of the Pension Schemes Settlement Agreement.  To the extent that: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and (c) 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: (x) a vote to accept the Plan and approve the Scheme shall constitute a vote to accept the Plan and approve the Scheme as so modified; and (y) the entry of the Confirmation Order shall constitute the US Bankruptcy Court’s approval of such compromise or settlement pursuant to section 363 of the US Bankruptcy Code and US Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the US Bankruptcy Court.

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2.7.5By paragraph (2) of Regulation 2 of the U.K. Pension Protection Fund (Entry Rules) Regulations 2005, subject to limited exceptions, an occupational pension scheme which would otherwise be an eligible scheme for the purposes of the U.K. Pension Protection Fund (being a statutory body established to provide compensation to members of underfunded pension schemes whose employers have become insolvent) shall not be an eligible scheme where at any time the trustees or managers of that scheme enter into a legally enforceable agreement the effect of which is to reduce the amount of any debt due to the scheme under section 75 of the Pensions Act.  The Pensions Regulator has indicated that it will not approve any form of financial support which would prejudice the eligibility of the Pension Schemes to the U.K. Pension Protection Fund.

2.7.6In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the  Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will:

(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged, for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

(ii)be preserved in full. If the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

2.7.7Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

2.8Unknown Third Party Creditors

On 26 August 2008, the Company placed an advertisement in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International) in an attempt to notify Non-Plan Third Party Creditors of the Scheme.  Those Non-Plan Third Party Creditors whose failure to File a Claim in the Plan is not, in the opinion of the Scheme Administrators, as a result of wilful default or lack of reasonable diligence and who notified their respective Scheme Claims to the Scheme Administrators prior to the Bar Date (being

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[22 December] 2008) shall participate in the Scheme on the same basis as the other Scheme Creditors.

2.9Reorganisation of the Company and transfer of assets

The Company and Quota Holdings, among other parties, and Newco will enter into a Business Transfer Agreement pursuant to which and subject to its terms, the Company and Quota Holdings will agree, conditional upon the Scheme being approved by the Court and the Plan being confirmed by the US Bankruptcy Court, to transfer all of their respective rights, title and interest in the Container Interests to Newco in accordance with and as set out in the Plan.

2.10Transaction Documents

Pursuant to, and in accordance with, the terms of the transaction documents, on or before the Plan Effective Date, the Debtors and Newco will execute, amend and file any transaction documents (including, without limitation, the Newco Memorandum of Association and its bye-laws) and take any other action which is necessary to effectuate or consummate the transactions contemplated by the transaction documents.  Without limiting the foregoing, on the Plan Effective Date and in accordance with the terms and conditions of the Business Transfer Agreement, approximately 740 million shares of Newco Equity shall be issued and Distributions thereof shall be managed by the Plan Administrator on behalf of Newco and the Company.

2.11The Scheme

If the Scheme becomes Effective it will bind the Company and the Scheme Creditors, whether they voted for the Scheme or not.  The Scheme will compromise any and all rights which a Scheme Creditor may have against the Company in respect of a Scheme Claim in exchange for Scheme Consideration.  The Scheme Administrators will advise the Plan Administrator of each Non-Plan Third Party Creditor that has an Admitted Scheme Claim and the Plan Administrator will make provision for such Non-Plan Third Party Creditor to receive a Distribution under and in accordance with the terms of the Plan.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

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Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

2.12Recommendation

The Board has formed the view that the Scheme is necessary to coordinate the Bermuda Proceedings with the Plan, and that it is in the best interests of the Company and the Scheme Creditors.  Coordination of the Scheme with the Plan is crucial in order to ensure that there is no conflict between the reorganisation processes.  Without coordination, there could, and probably would, be conflicts between the systems which would be likely to increase the complexity and cost of the process, and to delay and reduce distributions to Scheme Creditors under the Plan and the Scheme.

3.Purpose

3.1The purpose of this Explanatory Statement is:

3.1.1to provide background information in relation to the Company and its recent history;

3.1.2to explain the advantages and disadvantages of the proposed Scheme, the interdependency of the Scheme and the Plan, and of the other courses of action which are available to the Company;

3.1.3to explain some of the detailed provisions of the Scheme and the Plan; and

3.1.4in order to allow Scheme Creditors to reach an informed decision on whether to vote in favour of the Scheme at the forthcoming Scheme Meetings.

3.2The Explanatory Statement is a guide only, and should not be relied on in place of reading the provisions of the Scheme and the Plan themselves.  The full Scheme is enclosed with this document.

3.3Accompanying this document is a copy of the Disclosure Statement and the Plan approved by the US Bankruptcy Court which explains in detail how the Scheme and the Plan will work and provides a great deal of information about the Company and its businesses.  Each should be read in conjunction with this document.

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SECTION III: BACKGROUND TO THE SCHEME OF ARRANGEMENT

1.What is a Scheme of Arrangement and a Plan of Reorganisation?

1.1A scheme of arrangement of the kind proposed by the Company is an arrangement provided for by section 99 of the Companies Act between a company and its creditors (or any class of them).  The Scheme will become effective and legally binding on the Company and the Scheme Creditors in accordance with its terms (“Effective”) if:

1.1.1a majority in number representing three-fourths in value of the creditors of each Class present and voting either in person or by proxy at a meeting for each Class ordered to be summoned by the Court agrees to the arrangement; and

1.1.2the arrangement is sanctioned by order of the Court which grants an order to this effect (the “Order”); and

1.1.3the Plan has been confirmed by the US Bankruptcy Court; and

1.1.4a copy of the Order is delivered to the Registrar for registration.

1.2The consummation of a confirmed chapter 11 plan is the principal objective of a chapter 11 case.  A chapter 11 plan such as the Plan sets out the means for satisfying claims against, and interests in, a debtor.  Consummation of a confirmed chapter 11 plan makes the plan binding upon the debtor, any issuer of securities under the plan, any person or entity acquiring property under the plan, and any creditor of or equity holder in the debtor, whether or not such creditor or equity holder is impaired under or has accepted the plan, or receives or retains any property under the plan.  Subject to certain limited exceptions, and except as otherwise provided in the plan or the confirmation order itself, a confirmation order discharges the debtor from any debt that arose prior to the date of confirmation of the plan and substitutes it for those debts the obligations specified under the confirmed plan.

1.3A chapter 11 plan may specify that the legal, contractual, and equitable rights of the holders of claims or interests in certain classes are to remain unaltered by the restructuring effectuated by the plan.  Such classes are referred to as “unimpaired” and, because of such favourable treatment, are deemed to accept the plan.  Accordingly, a debtor need not solicit votes from the holders of claims or equity interests in such unimpaired classes.  A chapter 11 plan also may specify that certain classes will not receive any distribution of property or retain any claim against a debtor.  Such classes are deemed to reject the plan and, therefore, need not be solicited to vote to accept or reject the plan.  Any classes that are receiving a distribution of property under the plan but are not “unimpaired” will be solicited to vote to accept or reject the plan.

1.4US Bankruptcy Code section 1123 provides that a chapter 11 plan shall classify the claims of a debtor’s creditors and equity interest holders.  In compliance therewith, the Plan divides Claims and Interests into various Classes and sets out the treatment for each Class.  A debtor is also required, under US Bankruptcy Code section 1122, to classify claims and interests into classes that contain claims and interests that are substantially similar to the other claims and interests in such classes.  The Debtors

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believe that the Plan has classified all Claims and Interests in compliance with section 1122, but it is possible that a Holder of a Claim or Interest may challenge the classification of Claims and Interests and that the US Bankruptcy Court may find that a different classification is required for the Plan to be confirmed.  In such event, the Debtors intend, to the extent permitted by the US Bankruptcy Court and the Plan, to make such modifications of the classifications under the Plan to permit confirmation and to use the Plan acceptances for the purpose of obtaining the approval of the reconstituted Class or Classes of which the accepting Holder ultimately is deemed to be a member.  Any such reclassification could adversely affect the Class in which such Holder initially was a member, or any other Class under the Plan, by changing the composition of such Class and the vote required of that Class for approval of the Plan.

2.What is proposed?

2.1In the present situation, the Company’s assets are subject to two different legal systems, one in Bermuda and the other in the US.  Although both systems have as a basic principle the fair distribution of a company’s assets amongst its creditors there are differences between the two systems.  In order to ensure that all Scheme Creditors are treated equally (and that there are no double recoveries), the Scheme and the Plan together will enable a common system of distribution to be established in respect of Scheme Claims.

2.2Scheme Creditors who have an Allowed Claim under the Plan will be deemed to have claimed in the Scheme also, and will therefore not be required to submit a separate Claim in the Scheme.  Scheme Creditors who are permitted to claim only in the Scheme will not be deemed to have claimed also in the Plan.  Scheme Creditors who have claimed in both the Scheme and the Plan, will be asked to vote on both the Scheme and the Plan as part of the Plan Ballot.  Scheme Creditors who wish their Claims to be admitted for voting purposes in the Scheme only or who wish to exercise their vote in a way not contemplated by the Plan Ballot are invited to contact the Company and will be provided with a special proxy form in order that they can vote only on the Scheme.  Any Non-Plan Third Party Creditor that is eligible to vote in the Scheme will be given the opportunity to vote in the Scheme using the Voting Form and Form of Proxy included with the Scheme documentation.  Scheme Creditors who are deemed to have claimed in relation to the same Scheme Claim in both the Scheme and the Plan, by virtue of having an Allowed Claim under the Plan will, however, only receive a single Distribution in respect of such Scheme Claim.  Scheme Creditors who claim only in the Scheme will not be prejudiced as a result if such Scheme Claim is admitted, and they will still receive a single Distribution under and in accordance with the terms of the Plan, in the same way as all Allowed Claims in the Plan.  It is, however, important that as many Scheme Creditors as possible who are entitled to vote in the Scheme do so.  This is because the Plan and the Scheme are inter-conditional and unless the requisite majority of Scheme Creditors vote in favour of both, neither the Scheme nor the Plan will come into effect.

2.3The required restructuring steps to be undertaken are as follows:

2.3.1Formation of Newco:  Prior to the Plan 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 Bermuda exempted company.  The

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specific formation documents with respect to Newco shall be included in the Plan Supplement.

2.3.2Issuance of Newco Equity:  On or before the Plan Effective Date Newco shall issue all Newco Equity, notes, instruments, Certificates and other documents required to be issued pursuant to the Plan and the Scheme.  Distributions shall be managed by the Plan Administrator on behalf of Newco and the Company.  The Plan Administrator shall be authorised, 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 under the Plan, the applicable Holders will be required to provide the Plan Administrator with Account Instructions.  Upon the issuance of the Newco Equity to the Depository pursuant to the terms of the Account Instructions and Article IVB.2 of the Plan, such Newco Equity shall be deemed to have been distributed to the applicable Holder.

2.3.3Transfer of the Container Interests to Newco:  Subsequent to the formation of Newco and the issuance of Newco Equity by the Company, on the Plan Effective Date, pursuant to the Business Transfer Agreement and in accordance with section 1123(a)(5)(B) of the US Bankruptcy Code, the Debtors will transfer and assign all rights, title and interests in the Container Interests to Newco in accordance with the terms of the Plan.  Except as expressly provided herein or 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.

2.4After fulfilment of the steps set out in 2.3 above, the Plan Administrator on behalf of Reorganised SCL shall make certain Distributions of Newco Equity and Cash to the Pension Scheme Trustees, in respect of Allowed Senior Note Claims and to certain other Creditors pursuant to the terms of the Plan.  Scheme Creditors that have an Admitted Scheme Claim and have not otherwise received a Distribution under and in accordance with the terms of the Plan will be entitled to a Distribution in accordance with the terms of the Plan and shall receive Newco Equity and Cash with a value equal to the Pro Rata proportion that such Scheme Creditor’s Scheme Claim bears to the total aggregate Allowed Other Unsecured Claims against the Company.  In each case, the Distribution to Scheme Creditors (plus, in respect of the 1983 Pension Scheme, if the conditions under the 1983 Scheme Deed of Compromise have been satisfied, the payment of US$1 to the 1983 Pension Scheme by the Company or Reorganised SCL) will be in full consideration for the release of the Liabilities of the Company to its Scheme Creditors pursuant to the terms of the Scheme and the Plan.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The

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Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.  Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

3.The Equalisation Reserve

3.1The Scheme will only apply to Scheme Creditors, i.e. the Pension Scheme Trustees and the Third Party Creditors.

3.2The Pension Scheme Trustees’ Scheme Claims are primarily based on (a) alleged funding deficit liability; (b) Section 75 Debts; (c) past due contributions; (d) life insurance costs and future benefits accruals and (e) alleged Pension Schemes’ contribution obligations.  In addition, the Company believes that certain liabilities may exist in the form of additional costs of providing benefits to members of the Pension Schemes or liabilities to the Pension Schemes (including costs resulting from the effect of amendments to the Pension Schemes’ benefit structure as determined by the U.K. Court or by agreement of the Pension Scheme Trustees, purportedly introduced to ensure legal compliance and also including any further amendments made or purportedly made in reliance on the purported effectiveness of or in connection with such amendments).  Such potential liabilities to the Pension Scheme Trustees result from the operation of a ruling of the European Court of Justice on 17 May 1990 which provided that it is unlawful for an occupational pension scheme to discriminate between men and women in the benefits it provides.  Equalisation of benefits as between men and women in relation to the Pension Schemes should historically have taken place in accordance with that ruling and Article 141 of the Treaty of Rome.  Arguably, such equalisation may not have fully taken place and it is this failure which could result in Equalisation Claims against the Company.  The Pension Scheme Trustees will commence proceedings before the U.K. Court to determine the equalisation issue.

3.3Only the Pension Scheme Trustees’ Claims (subject to the provisions herein) in respect of Pension Scheme Indebtedness and the Third Party Creditors’ Scheme Claims are being compromised under the Scheme.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally

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enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.  Any potential Equalisation Claims which may arise as a result of the U.K. Court deciding that equalisation did not fully take place will be provided for outside the Scheme as agreed with the Pension Scheme Trustees as part of the Pension Schemes Settlement Agreement.  In order to provide for such Equalisation Claims, on the Plan Effective Date, the Plan Administrator will establish the Equalisation Reserve, which will be held by the Equalisation Escrow Agent in the Equalisation Escrow Account and distributed in accordance with the terms of the Plan.  Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

3.4Depending on the outcome of the litigation regarding equalisation, in addition to Equalisation Claims, current or former employees of the Group may bring an equal pay or English law employment-related claim against the Company.  Any such potential claims are also not being compromised under the Scheme.  In order to provide for such potential claims, on the Plan Effective Date, the Plan Administrator will establish the Equalisation-Related Employee Claim Reserve and transfer it to the trustees of a Bermudian special purpose trust (“Equalisation-Related Employee Claim Trust”) in order that any Equalisation-Related Employee Claim brought in connection with such potential employee claim can be satisfied at the appropriate dividend rate.

3.5In order to determine the quantum of Newco Equity to be transferred to each such reserve, the value of each share of Newco Equity has been estimated by Rothschild Inc. in conjunction with PwC.

3.6PwC and Rothschild Inc. conducted various reviews, analyses, and discussions and took into account certain considerations and assumptions when estimating the total enterprise value of Newco.  Further information in respect thereof is set out at Article VI C of the Disclosure Statement attached hereto.  PwC estimates that the total enterprise value of Newco will be approximately $422 million to $499 million and reduced this amount by estimated pro forma net debt levels of Newco to calculate the estimated total equity value of Newco.  PwC estimates that the total equity value of Newco will range from approximately US$323 million to approximately US$405 million, with a mid point value of approximately US$363 million or approximately US$0.51 per Newco Share, assuming one Newco Share is issued for each US$1 of Allowed Claim against the Company, however there will be a temporary dilution of the value per share of Newco Equity to approximately US$ 0.49 per share pending

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determination of the Equalisation Claim.  It should be noted that the estimates set out in this Clause 3.6 may be subject to change.

3.7These estimated ranges of values and recoveries represent a hypothetical value that reflects the estimated intrinsic value of the Debtors derived through the application of various valuation methodologies.  PwC’s and Rothschild Inc.’s estimates are based on economic, market, financial and other conditions as they exist on and the information made available as of the date of the Disclosure Statement and such estimates have not been updated.  It should be understood that PwC and Rothschild Inc. do not have any obligation to update, revise or reaffirm those estimates as a result of any subsequent developments that may affect their conclusions.

4.Claims against Non-Debtor Subsidiaries

4.1As a result of the way the Group historically operated, many Non-Debtor Subsidiaries have Intercompany Claims against other legal entities in the Group, including the Company and SCSL.  In many cases, these Intercompany Claims may constitute a significant asset of the Non-Debtor Subsidiary.  To the extent of a shortfall in other assets, directors of Non-Debtor Subsidiaries, mindful of their fiduciary duties to Creditors, will consider an Intercompany Claim as a source for recovery for third-party creditors.  In order to implement an orderly wind-down of the Company and to avoid competing proceedings in multiple jurisdictions, the Plan does not compromise or discharge Intercompany Claims and such Intercompany Claims pass through the Plan unaffected.  Thereafter, the third party claims against Non-Debtor Subsidiaries will be dealt with as part of the winding-down and dissolution of such Non-Debtor Subsidiaries utilising in full or part, the Non-Debtor Subsidiary Trust (as defined below) and the Equalisation-Related Employee Claims Trust.  Once all such claims have been dealt with, the Intercompany Claims will be dealt with as part of the liquidation of Reorganised SCL, Reorganised SCSL and the Non-Debtor Subsidiaries.  In order to give comfort to the directors of such Non-Debtor Subsidiaries that there will be sufficient assets available to settle a number of third-party claims, which will be known to the Non-Debtor Subsidiaries by 30 November 2008 (the “Non-Debtor Subsidiary Third Party Claims”) against the Non-Debtor Subsidiaries, certain provisions have been put in place, as described below.

4.2Although the Non-Debtor Subsidiary Third Party Claims are yet to be quantified precisely, the relevant Non-Debtor Subsidiaries will know on or about 30 November 2008:

4.2.1what the maximum quantum of such claims might be; and

4.2.2that the Non-Debtor Subsidiary Third Party Claims are the only claims outstanding against such Non-Debtor Subsidiaries.

4.3As a result, the Company considers it prudent that sufficient Cash and Newco Equity are set aside into a trust (“Non-Debtor Subsidiary Trust”) in order that the Non-Debtor Subsidiary Third Party Claims may be satisfied at the dividend rate applicable to the relevant Non-Debtor Subsidiary (if it were placed into liquidation) when the quantum of the Non-Debtor Subsidiary Third Party Claim is established.  Therefore, on the Plan Effective Date, the Plan Administrator will thus set up the Non-Debtor Subsidiary Trust and will transfer into the Non-Debtor Subsidiary Trust sufficient

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Cash and/or shares of Newco Equity in order to enable the relevant Non-Debtor Subsidiary to make a claim against the Non-Debtor Subsidiary Trust in order to satisfy payment, at the dividend rate applicable to the relevant Non-Debtor Subsidiary, of the Non-Debtor Subsidiary Third Party Claims as they are submitted to the relevant Non-Debtor Subsidiary.  On the Plan Effective Date, it is currently estimated that the Plan Administrator will transfer a maximum of approximately US$6 million in Cash and shares of Newco Equity with a maximum aggregate value of approximately US$3 million into the Non-Debtor Subsidiary Trust.

5.Residual Reorganised SCL Assets

5.1To the extent that, subsequent to all Equalisation Claims being satisfied from the Equalisation Escrow Reserve, there is residual Cash or Newco Equity remaining therein it is currently anticipated that: (1) the Equalisation Escrow Reserve shall be transferred to the Equalisation-Related Employee Trustees to be held as part of the Equalisation-Related Employee Claim Reserve, provided however, the maximum value of Newco Equity transferred to the Equalisation-Related Employee Claim Trustees shall not exceed US$19.6 million; and (2) to the extent any Newco Equity remains after the satisfaction of (1), such Newco Equity will be cancelled.  Negotiations are ongoing, however, between the most significant groups of the Company’s Creditors and it may be that certain non-material modifications may be made to the current arrangements in respect of the Equalisation Escrow Account and the Equalisation-Related Employee Claims Reserve.  It is not anticipated that such changes will have any material effect on the commercial terms of the Plan for Creditors generally.

5.2To the extent that, subsequent to all Equalisation-Related Employee Claims being satisfied from the Equalisation-Related Employee Claim Trust, there is residual Cash remaining in the Equalisation-Related Employee Claim Trust, the trustees shall transfer the same to Reorganised SCL to be distributed in accordance with the terms of the Plan, which may include Pro Rata distributions to Scheme Creditors subject to the payment in full of the costs of the Plan Administrator, Post Emergence Costs and the Newco Repatriation Note.  Any remaining Newco Equity in the Equalisation-Related Employee Claim Trust will be cancelled.

5.3To the extent that, subsequent to all Non-Debtor Subsidiary Third Party Claims being satisfied under the terms of the Non-Debtor Subsidiary Trust, there is residual Cash remaining with the trustees of the Non-Debtor Subsidiary Trust, the trustees shall transfer the same to Reorganised SCL to be distributed in accordance with the terms of the Plan, which may include Pro Rata distributions to Scheme Creditors, subject to the payment in full of the costs of the Plan Administrator, Post Emergence Costs and the Newco Repatriation Note.  Any remaining Newco Equity in the Non-Debtor Subsidiary Trust will be cancelled.

5.4All such Cash and other property that is transferred to Reorganised SCL as a result of the liquidation of group companies will be distributed in accordance with the terms of the Plan, which may include Pro Rata distributions to Scheme Creditors, subject to the repayment in full of the costs of the Plan Administrator, Post Emergence Costs and the Newco Repatriation Note.

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SECTION IV: SUMMARY OF THE SCHEME

1.Purpose of the Scheme

1.1The purpose of the Scheme is to facilitate a reorganisation and restructuring of the Company in conjunction with the Plan.  The Plan provides that the following restructuring steps shall take place:

1.1.1Formation of Newco:  Prior to the Plan 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 Bermuda exempted company.  The specific formation documents with respect to Newco shall be included in the Plan Supplement.

1.1.2Issuance of Newco Equity:  On or before the Plan Effective Date Newco shall issue all Newco Equity, notes, instruments, Certificates and other documents required to be issued pursuant to the Plan and the Scheme.  Distributions shall be managed by the Plan Administrator on behalf of Newco and the Company.  The Plan Administrator shall be authorised, 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 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 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 under the Plan, the applicable Holders will be required to provide the Plan Administrator with Account Instructions.  Upon the issuance of the Newco Equity to the Depository pursuant to the terms of the Account Instructions and Article IVB.2 of the Plan, such Newco Equity shall be deemed to have been distributed to the applicable Holder.

1.1.3Transfer of the Container Interests to Newco:  Subsequent to the formation of Newco and the issuance of Newco Equity by the Company, pursuant to the Business Transfer Agreement and in accordance with section 1123(a)(5)(B) of the US Bankruptcy Code, the Debtors will transfer and assign all rights, title and interests in the Container Interests to Newco.  Except as expressly provided herein or 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..

1.2The Plan Administrator, on behalf of the Company or Reorganised SCL, will pay the Equalisation Determination Costs to the Pension Scheme Trustees and the Equalisation Escrow Agent Costs to the Equalisation Escrow Agent in accordance with the terms of the Plan.  Further details of the steps which need to be taken in order to implement the Scheme and the Plan are set out in the Disclosure Statement and Plan.

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2.Which Creditors are affected?

The Scheme will only apply to Scheme Creditors, i.e. the Pension Scheme Trustees and the Third Party Creditors.

The Scheme will not affect any creditor of the Company who is not a Scheme Creditor including, for the avoidance of doubt, the holders of Equalisation-Related Employee Claims, the holders of Intercompany Claims and holders of any claims that are preferred by Bermudan law.

3.What will be the effect of the approving of the Scheme on the Plan?

The Scheme and the Plan are inter-conditional; the Scheme will not become Effective unless the Plan has been confirmed and the Plan will not become effective unless the Scheme is Effective.

4.Application

The Scheme will apply to any Scheme Claim against the Company valued as at the Record Date, being 15 October 2006.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.  Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

5.Voting on the Scheme

5.1If you are a Scheme Creditor who would be deemed to have a claim in the Scheme or who would otherwise be subject to the Scheme, you will be entitled to attend and (provided your Scheme Claim is allowed for voting purposes) vote at the relevant Scheme Meeting to consider and, if thought fit, approve the Scheme.  There will be a meeting for each Class of Scheme Creditors and each Class will vote separately.  The Scheme will require the requisite majority approval of each Class and will fail unless the approval of each Class is obtained.  Creditors with Allowed Claims that are impaired by the Plan and have been admitted for voting purposes in the Plan may also vote on the Scheme.  There will therefore be separate votes, one on the Scheme, and

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the other on the Plan.  In order to assist Creditors who are entitled to vote in both the Plan and the Scheme, the Company has prepared the Plan Ballot, which will constitute both a vote on the Plan and a proxy, in favour of the Chairman in respect of the Scheme.  This is designed to simplify the process of voting for Creditors.  Creditors who wish their claims to be admitted for voting purposes in the Scheme only and whose failure to File a Claim in the Plan is not as a result of wilful default or lack of reasonable diligence or who wish to exercise their vote in a way not contemplated by the Plan Ballot are invited to contact the Company and will be provided with a special proxy form to vote at the relevant Scheme Meeting.

5.2Eligible Scheme Creditors whose failure to File a Claim in the Plan is not, in the opinion of the Chairman, a result of wilful default or lack of reasonable diligence and who complete the Voting Form and/or the Form of Proxy will be entitled to appoint a proxy to vote in the Scheme or attend the relevant Scheme Meeting in person if they so wish.

5.3The Chairman of the relevant Scheme Meeting may, for voting purposes only, reject a claim from a Non-Plan Third Party Creditor in whole or in part, if he considers that it does not constitute a fair and reasonable assessment of the sums owed to the relevant Scheme Creditor by the Company.  The Chairman’s decision is final and binding.  However, he will advise the relevant Scheme Creditor of his decision prior to the meeting where possible and, in any event, before the sanction hearing.

5.4The value of a Scheme Claim for voting purposes in the Scheme will be taken net of any applicable security or set-off rights.

5.5The amount of a Scheme Claim admitted for voting purposes by the Chairman of the relevant Scheme Meeting does not constitute an admission of the evidence or amount of any liability of the Company and will not bind the Company, the Scheme Administrators or the Scheme Creditors.

5.6A notice convening the Scheme Meetings accompanies this document and will be published in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International).  The Scheme Meetings are scheduled to take place on [12 November 2008] at 10.00 a.m. (AST/Bermuda time) at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda.  Scheme Creditors may either attend the relevant Scheme Meeting in person or may vote by proxy.

5.7As discussed above, those Scheme Creditors who are deemed to have a Claim in both the Plan and the Scheme shall vote on the Plan Ballot, save in circumstances where such Scheme Creditor requests a special form of proxy from the Company.

5.8As discussed above, enclosed with this document you will find a Voting Form and Form of Proxy to be filled out only by Non-Plan Third Party Creditors who are eligible to vote.  By ticking one of the boxes either for or against the Scheme in the Voting Form and Form of Proxy or Plan Ballot, a Non-Plan Third Party Creditor will be voting in respect of the Scheme and appointing the Chairman to vote on its behalf.  Whether or not a Non-Plan Third Party Creditor intends to appoint a proxy to attend the relevant Scheme Meeting on its behalf, it should complete the Form of Proxy in accordance with the instructions given, and return it as soon as possible and, in any

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event, by 5.30 p.m. (AST/Bermuda time) on [10 November 2008] to the address shown on the form.

5.9Appointing a proxy will not prevent any Scheme Creditor from attending and voting in person at the relevant Scheme Meeting should such Scheme Creditor wish to do so.  However, any proxy will not be entitled to vote if such Scheme Creditor votes in person.

5.10Instructions for completing the Voting Form and Form of Proxy are set out on it.

5.11Please read the instructions carefully before completing the Voting Form and Form of Proxy.  Failure to complete the Voting Form and Form of Proxy properly may result in your vote being disallowed.

6.Corporate Representatives

Scheme Creditors who are entitled to vote may, if they wish, attend and vote at the relevant Scheme Meeting in person, instead of appointing a proxy to attend and vote on their behalf.  A corporation wishing to vote at the relevant Scheme Meeting must appoint an individual to attend the relevant Scheme Meeting as its representative.  To vote at the relevant Scheme Meeting, the representative must produce a form of appointment evidencing that he or she is authorised to act as the corporation’s representative at the relevant Scheme Meeting.

7.Court approval and filing with the Registrar of Companies of Bermuda

7.1In order for the Scheme to become effective, the Court must sanction the Scheme after it has been approved by the requisite majority of each Class of Scheme Creditors.  The Court may impose such conditions as it thinks fit to the Scheme but cannot impose any material changes.  A copy of the order sanctioning the Scheme must then be delivered to the Registrar.

7.2If the Scheme is sanctioned by the Court and an order to that effect is delivered to the Registrar then, subject to the confirmation of the Plan by the US Bankruptcy Court, it will be effective and binding on all of the Scheme Creditors, including those who may have voted against the Scheme or the Plan, as appropriate, or who did not vote.

7.3If prior to the Plan Effective Date, the Confirmation Order is vacated by order of the US Bankruptcy Court, the case is dismissed or the Chapter 11 Cases are converted into a case under chapter 7 of the US Bankruptcy Code and the Plan therefore does not become effective in accordance with its terms, the Scheme will, as provided in Clause 6.2 of the Scheme, terminate with effect from the date of the order vacating the Confirmation Order.

7.4If the Plan does not become effective in accordance with its terms by 31 December 2009, and the Scheme has not been terminated in accordance with Clause 6.2 of the Scheme by that date, the Scheme shall terminate on 31 December 2009 without any further order of the Court.

7.5In the event that the Scheme is terminated pursuant to Clause 6.2 of the Scheme, the Scheme Administrators shall forthwith notify the Claims and Solicitation Agent that the Scheme is terminated. As soon as practicable after termination of the Scheme, the

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Scheme Administrators shall cause to be published on the Website and as far as possible (and where not so possible, in a replacement newspaper or publication) in the newspapers and publications in which the Scheme Meetings were advertised, an advertisement giving notice that the Scheme has terminated and that none of the provisions of the Scheme (including any compromise, waiver, release or discharge) shall have effect.

7.6It is expected that, if the Scheme is sanctioned by the Court and the Plan is confirmed by the US Bankruptcy Court, the Scheme will become Effective on or around [25 November] and the Plan will become effective on or around the Plan Effective Date.  The Scheme shall terminate in accordance with Clause 6.2 of the Scheme if the Plan does not become effective by 31 December 2009.

8.Stay of Proceedings and Release

8.1Except as provided for in the Scheme or the Plan:

8.1.1no Scheme Creditor shall be entitled to take or continue any action, step or proceeding against the Company or any Assets (whether by way of demand, legal proceedings, execution of judgment or otherwise howsoever without limitation) in any jurisdiction whatsoever except in the US Bankruptcy Court for the purpose of obtaining a Distribution or otherwise as permitted by the US Bankruptcy Court;

8.1.2any Scheme Creditor who in contravention of such a prohibition receives any payment or other benefit will be treated as having received an advance payment in respect of his Admitted Scheme Claim (if any) equal to the value of any money, Assets or advantage obtained as a result. If that value exceeds the amount of the Scheme Creditor’s Admitted Scheme Claim, he will be obliged to immediately pay the excess to the Company. Any excess which is not repaid immediately will accrue daily interest at a rate of 4% above the London Inter-Bank Offer Rate (LIBOR) for the time being.

8.1.3payment to a Scheme Creditor of its final Distribution under the Scheme or the Plan shall discharge the corresponding Scheme Claim in full and thereupon the Company shall not have any further liability in respect thereof and the Company will be fully and completely released by the Scheme Creditors from all of its obligations to the Scheme Creditors in connection with the Scheme Claims.  Accordingly, the Scheme Claims will be compromised, fully and finally discharged, satisfied and released.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will:

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(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

(ii)be preserved in full.  If the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

8.1.4Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

8.2In addition, the Scheme provides at Clause 3.4 that, subject to Clauses 3.4.2, 3.4.3 and 3.4.4 each of the Scheme Creditors will authorise any one of the Scheme Administrators (acting alone) to enter into, execute and deliver as a deed on behalf of each such Scheme Creditor, on the Plan Effective Date, the deed of release in substantially the form set out at Schedule 1 to the Scheme set out at Part II of this document (the “Deed of Release”) between Scheme Creditors and the Scheme Administrators on the one hand and each SCL party, the SCL Representatives, each of the Released Entities and their Representatives and the Released Parties on the other, pursuant to which (and to the fullest extent permitted as a matter of law) the Scheme Creditors will, subject to Clauses 8.3, 8.4 and 8.5 below with effect from the Plan Effective Date, irrevocably and unconditionally waive and release:

8.2.1the Company and its subsidiaries (each, an “SCL Party”);

8.2.2the Joint Provisional Liquidators in their capacity as such;

8.2.3the 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 (together with the Joint Provisional Liquidators, the “Released Entities”);

8.2.4the DIP Lenders in their capacity as such;

8.2.5GE SeaCo and the GE SeaCo Quotaholders (except as to continuing obligations under the GE Master Transaction Agreement);

8.2.6the Pension Scheme Trustees (subsections 8.2.4 through 8.2.6 referred to as the “Released Parties”);

8.2.7the Representatives of the Joint Provisional Liquidators in their capacity as such;

8.2.8the Representatives of the Creditors’ Committees in connection with services provided to such parties in their capacity as Creditors or as members of the Creditor’s Committees; and

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8.2.9each of the directors, agents, officers, employees, professional advisers (including the Joint Provisional Liquidators), attorneys, financial advisers, investment bankers, investment advisers, actuaries, consultants and other representatives of the SCL Parties (together the “SCL Representatives”),

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 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 Schemes, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan or the Scheme, the restructuring of claims and interests prior to the Chapter 11 Cases, the negotiations, formulation, or preparation of the Plan or, the Scheme or related agreements, instruments, or other documents.

8.3Notwithstanding the foregoing, the Deed of Release shall not operate to release (i) Reorganised SCL’s or Newco’s rights to enforce obligations, or the rights of creditors to enforce Reorganised SCL’s or Newco’s obligations, under the Plan or the Scheme and the contracts, instruments, releases, agreements, and documents delivered thereunder; (ii) any claims, obligations, causes of action, or liabilities based on or relating to, or in any manner arising from, any act or omission of any adviser (including, but not limited to actuaries, attorneys, professional advisers 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 15 October 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalisation Claim, the potential Equalisation-Related Employee Claims, Equalisation 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 Equalisation Claims and the potential Equalisation Related Employee Claims; (iii) any claims, obligations, causes of action, or liabilities held by any of the SCL Parties, Released Entities and Released Parties against its own advisers (including, but not limited to, actuaries, attorneys, professional advisers, financial advisers, and consultants); (iv) Seacat Scotland Guernsey Limited and/or Sea Containers Ferries Scotland Limited in respect of a Section 75 Debt which is or may become due to the 1990 Pension Scheme Trustees nor shall anything in this Scheme or the Deed of Release constitute a legally enforceable agreement the effect of which is to reduce the amount of any Section 75 Debt which may be recovered by or on behalf of the 1990 Pension Scheme Trustees from such companies; and (v) any Section 75 Debt which is or may become due to one or more of the Pension Scheme Trustees from a non-Affiliate Participating Employer, nor shall anything in this Scheme or the Deed of Release constitute a legally enforceable agreement the effect of which is to reduce the amount of any Section 75 Debt which may be recovered by or on behalf of the Pension Scheme Trustees from any such company.

8.4Additionally, as to the Deed of Release: (a) solely as between and among the SCL Parties (as defined in the GE Mutual Release Agreement), on the one hand, and each of the GECC Parties and the GE SeaCo Parties (as such terms are defined in the GE Mutual Release Agreement) on the other hand, with respect to claims, obligations,

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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 the settlement and release provisions in this Scheme and the GE Mutual Release Agreement, the GE Mutual Release Agreement shall govern and control; and (b) the releases set forth in the Scheme shall not cause the release by any of the GECC Parties and the GE SeaCo Parties (as defined in the GE Mutual Release Agreement) 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, this Scheme, the U.K. Scheme of Arrangement or related agreements, instruments, or other documents.

8.5The Deed of Release shall also not operate to waive or release any Section 75 Debt unless and until the consideration necessary to discharge such a debt (as provided by the Plan, the U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise) have been paid or transferred to the Pension Scheme Trustees and each of the Plan, the U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise has become effective and, without prejudice to the foregoing , any waiver or release in the Deed of Release is limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

9.Notice of the Effective Date and Distribution of Claim Forms

Within 7 days of the Effective Date, the Scheme Administrators shall place a notice on the Website that the Scheme is effective and make available for downloading a blank Claim Form for all Non-Plan Third Party Creditors whose failure to File a Claim in the Plan was not, in the opinion of the Scheme Administrators, a result of wilful default or lack of reasonable diligence. In addition, the Company will also place advertisements within 7 days of the Effective Date calling for Non-Plan Third Party Creditors, who do not have an Allowed Claim in the Plan, save to the extent their failure to file a timely Claim is a result of wilful default or lack of reasonable diligence, to complete and return Claim Forms, in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International).  Additional copies of the Claim Form will also be available for downloading from the Website.  Those Scheme Creditors who have an Allowed Claim under the Plan will be deemed to participate in the Scheme for the same amount as that Allowed Claim.

10.Expenses and Costs of the Scheme

The Company or Reorganised SCL, as applicable, shall pay, in accordance with the Scheme and the Plan, the accrued fees and expenses (including success fees) for services rendered by all Professionals through and including the Plan Effective Date.  The Company or Reorganised SCL, as applicable, shall pay the amounts reasonably

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required by the Scheme Administrators and Scheme Adjudicator to perform their duties pursuant to the Scheme, including any costs, expenses or amounts relating thereto and their own professional rates, if any, as determined by the Plan Administrator in accordance with the Plan.

11.Governing Law and Jurisdiction

11.1The Scheme will be governed by and construed in accordance with Bermuda law.

11.2Scheme Creditors agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or Proceeding and any dispute which may arise out of the Explanatory Statement or any provisions of the Scheme, or out of any action taken or omitted to be taken under the Scheme or in connection with the administration of the Scheme.  The Court will also have exclusive jurisdiction in relation to any dispute arising in the administration or implementation of the Scheme or out of the Explanatory Statement. For the foregoing purposes, the Scheme Creditors irrevocably submit to the jurisdiction of the Court.  However, nothing in the Scheme will affect the validity of other provisions determining governing law and jurisdiction as between the Company and any of the Scheme Creditors (whether pursuant to the Plan, the Bermuda Scheme or otherwise).

12.Completing Claim Forms

12.1Each Non-Plan Third Party Creditor that is eligible to participate in the Scheme is required to complete a Claim Form in order to make claims in relation to Scheme Claims and to supply documents and other information in support of its Scheme Claims in accordance with the requirements of the Claim Form.  Those Scheme Creditors that have an Allowed Claim under the Plan will be deemed to participate in the Scheme for an amount equal to their Allowed Claim and will not need to submit a Claim Form.

12.2Non-Plan Third Party Creditors that are eligible to participate in the Scheme are also required to submit details in the Claim Form of any sums owed to the Company which will be available for set-off under the Scheme in reduction of the Scheme Claims of that Scheme Creditor against the Company.

12.3Each Non-Plan Third Party Creditor must complete a Claim Form in accordance with the instructions accompanying the Claim Form and return it so as to reach the Scheme Administrators before the Bar Date.

12.4Without limitation, Non-Plan Third Party Creditors that are eligible to participate in the Scheme must:

(i)specify the amount of each Scheme Claim;

(ii)supply documents and other information relating to such Scheme Claim; and

(iii)identify and specify details of any set-off or counter-claim and any other sums owed to the Company which will be set-off under the Scheme in reduction of the Scheme Claims of that Scheme Creditor.

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12.5Eligible Non-Plan Third Party Creditors are required to provide values, estimates and supporting information relating to their Scheme Claims as of the Record Date. Non-Plan Third Party Creditors should note that any information which they provide relating to Scheme Claims may not be protected by privilege under Bermuda law and may be discoverable at the instance of a third party with a claim against the Non-Plan Third Party Creditor in any action or Proceeding to which the Non-Plan Third Party Creditor may be party.

12.6Non-Plan Third Party Creditors should consult their own legal advisers as to the consequences of providing any such information in the event that they are, or may become, involved in any litigation with third parties.

13.Bar Date And Failure To Return Claim Forms

13.1The Bar Date is the last date by which Claim Forms submitted by eligible Non-Plan Third Party Creditors must be received by the Scheme Administrators.  That date will be 5.30 p.m. (AST/Bermuda time) on [22 December] 2008.

13.2Each eligible Non-Plan Third Party Creditor will be entitled to submit a new or revised Claim Form and to provide revised or further information to the Scheme Administrators in respect of Scheme Claims provided that the Scheme Administrators receive this before the Bar Date. No Non-Plan Third Party Creditor will have any right after the Bar Date to submit a new or revised Claim Form. Thereafter, a Non-Plan Third Party Creditor may only provide revised or further information in response to a request from the Scheme Administrators or the Scheme Adjudicator or where the Non-Plan Third Party Creditor obtains a substantive judgment or final settlement.

13.3If a Non-Plan Third Party Creditor fails to return a completed Claim Form so as to be received by the Scheme Administrators by the Bar Date, all Scheme Claims of that Non-Plan Third Party Creditor will be valued at nil and will be deemed under the Scheme to have been paid in full.

14.Review of Claim Forms

The Scheme Administrators will review each Claim Form in accordance with the Scheme. The Scheme Administrators will consider, amongst other things, the Company’s books and records, whether any estimates relating to future or contingent Scheme Claims are reasonable and whether there are any amounts owing (whether actual, future or contingent) by that Non-Plan Third Party Creditor to the Company.

15.Determination of Scheme Claims

15.1If the Scheme Administrators agree with the information given in a Claim Form and any supporting documentation, including amounts in relation to set-off, it will notify the relevant Non-Plan Third Party Creditor in writing to that effect as soon as is reasonably practicable.  The Scheme Administrators will also notify the Plan Administrator in order that the Plan Administrator can make a provision for such Non-Plan Third Party Creditor under and in accordance with the terms of the Plan.

15.2If the Scheme Administrators do not agree with all or part of the information given in a Claim Form or require further information, they will notify the relevant Non-Plan

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Third Party Creditor in writing, specifying the matters which are not agreed, the reasons for failing to agree such matters and any additional information/ documentation required. If a Non-Plan Third Party Creditor fails to provide the additional information requested by the Scheme Administrators, the Scheme Administrators can make a determination as to the Non-Plan Third Party Creditor’s Scheme Claims based on the information they have available. The Scheme Administrators will send notice of their determination to the Non-Plan Third Party Creditor and unless the Non-Plan Third Party Creditor objects in writing to the Scheme Administrators within 10 days of being sent notice of the determination, that determination will be the amount of that Non-Plan Third Party Creditor’s Scheme Claim. If such matters are not subsequently agreed between the Non-Plan Third Party Creditor and the Scheme Administrators, the Scheme Administrators shall refer those matters to the Scheme Adjudicator. The Scheme Administrators will provide the Scheme Adjudicator and the Non-Plan Third Party Creditor with details of their review of the Scheme Creditor’s claim and the reasons for disagreeing with the relevant Non-Plan Third Party Creditor.

16.Dispute Resolution Procedure

16.1The Scheme Adjudicator will review the Scheme Administrators’ review of the disputed claim to determine what constitutes a reasonable estimate of the Non-Plan Third Party Creditor’s Scheme Claim. The Scheme Adjudicator may request additional information where required from the Non-Plan Third Party Creditor, the Scheme Administrators or the Company or may require the Non-Plan Third Party Creditor or Scheme Administrators and/or the Company’s advisers to appear before him to address him on such matters as he shall determine.

16.2A final determination in respect of each disputed Scheme Claim will then be made in accordance with the Dispute Resolution Procedure contained in the Scheme and the Scheme Adjudicator’s decision will be final and binding insofar as the law allows.

16.3The Scheme provides for the appointment of an alternative Scheme Adjudicator in the event of a conflict of interest.

17.Satisfaction of Admitted Scheme Claims

17.1In order to ensure that all creditors are treated equally (and receive only one distribution in respect of each Allowed Claim), the Scheme and the Plan together will have a common system of distribution.  The Scheme Administrators will advise the Plan Administrator of each Non-Plan Third Party Creditor that has an Admitted Scheme Claim and the Plan Administrator will make provision for such Non-Plan Third Party Creditor to receive a Distribution under and in accordance with the terms of the Plan.  Scheme Creditors who claim only in the Scheme and not in the Plan will receive a Distribution in accordance with the Plan.

17.2Once all Scheme Claims of a Scheme Creditor have been determined (whether through agreement or adjudication), after the application of any right of set-off, counterclaim or deduction as provided for by the Scheme, those net Scheme Claims will become the Admitted Scheme Claim of that Scheme Creditor which will entitle the Scheme Creditor to Scheme Consideration and in turn, to Distributions under and in accordance with the terms of the Plan.

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17.3It is intended that all Distributions will be made pursuant to Article IX of the Plan.  Non-Plan Third Party Creditors with Admitted Scheme Claims will be entitled to the same Distributions as Plan Third Party Creditors in the same Class, which will be made at the same time as distributions under the Plan.

17.4Distributions in the form of Cash will be made at the election of the Plan Administrator, as applicable, either by cheque and sent by Post or by wire transfer.  Cheques issued by the Plan Administrator or Scheme Administrators on account of Allowed Scheme Claims shall be null and void if not presented for payment within ninety days after issuance, but may be requested to be reissued until the distribution revests in the Plan Administrator pursuant to the terms of the Plan.  In the event that a cheque becomes null and void for not being presented for payment within ninety days from issue, and the applicable Scheme Creditor does not make a timely request for reissuance, the Company’s obligation to that Scheme Creditor with respect to that payment shall be deemed fully discharged and the Scheme Creditor shall not be entitled to reissuance of payment.  Cheques will be deemed delivered to the applicable Scheme Creditor when despatched from the Plan Administrator or Scheme Administrators.

17.5Distributions by way of Newco Equity will be made by the Plan Administrator to the securities account held by each Scheme Creditor in the Depository, as notified by the Scheme Creditor to the Scheme Administrators or the Plan Administrator.

18.Currency of Payments

18.1Admitted Scheme Claims in US Dollars will be satisfied by a combination of an issuance of shares in Newco Equity and payment in the currency of the Admitted Scheme Claim. Except as otherwise provided in the Plan, the Pension Schemes Settlement Agreement or a US Bankruptcy Court Order, as of the Plan Effective Date, any Scheme Claim asserted in any currency other than US Dollars shall automatically be deemed converted to the equivalent US Dollar value using the exchange rate as of 16 October 2006, as quoted, at 4.00 p.m. (EDT), as the mid range spot rate of exchange for the applicable currency as published in the Wall Street Journal National Edition, on 17 October 2006.

18.2Admitted Scheme Claims in any of the currencies which were replaced by the Euro will be converted first into Euros at the fixed exchange rate in operation for that currency as at the date it was replaced, and then into US Dollars in accordance with the provisions set above and paid in US Dollars.

18.3Where set-off is applied, the Scheme Administrators will, where necessary, convert the amounts to be set-off into the currency in which the Admitted Scheme Claim will be paid, in the same manner as set out above.

19.Duration of the Scheme

19.1The Scheme Administrators shall notify the Company, Claims and Solicitation Agent and Scheme Adjudicator when they have been notified by the Plan Administrator that all Admitted Scheme Claims have been determined and all initial Distributions under and in accordance with the terms of the Plan have been made.

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19.2The Scheme Administrators will publish on the Website and in the same publications in which it advertised the Scheme Meetings a notice that the purpose of the Scheme has been fulfilled and that any subsequent Distributions to Scheme Creditors will be made by the Plan Administrator under and in accordance with the terms of the Plan.  The Scheme will terminate on the date that such notice is published.  Certain provisions of the Scheme will continue.  These are set out in Clause 6.1.3 of the Scheme.

19.3If prior to the Plan Effective Date, the Confirmation Order is vacated by order of the US Bankruptcy Court, the case is dismissed or the Chapter 11 Cases are converted into a case under chapter 7 of the US Bankruptcy Code and the Plan therefore does not become effective in accordance with its terms, the Scheme will, as provided in Clause 6.2 of the Scheme, terminate with effect from the date of the order vacating the Confirmation Order.

19.4If the Plan does not become effective in accordance with its terms by 31 December 2009, and the Scheme has not been terminated in accordance with Clause 6.2 of the Scheme by that date, the Scheme shall terminate on 31 December 2009.

19.5In the event that the Scheme is terminated pursuant to Clause 6.2 of the Scheme, the Scheme Administrators shall forthwith notify the Claims and Solicitation Agent that the Scheme is terminated. As soon as practicable after termination of the Scheme, the Scheme Administrators shall cause to be published on the Website and as far as possible (and where not so possible, in a replacement newspaper or publication) in the newspapers and publications in which the Scheme Meetings were advertised, an advertisement giving notice that the Scheme has terminated and that none of the provisions of the Scheme (including any compromise, waiver, release or discharge) shall have effect.

20.The Scheme Administrators

20.1The Scheme Administrators will be the Joint Provisional Liquidators.  The Scheme Administrators will facilitate the implementation of the Scheme.  All managerial powers, rights, duties and functions in relation to the business and affairs of the Company in connection with the Scheme will remain with the Company.

21.The Scheme Adjudicator

21.1The Scheme Adjudicator will be Samuel A. Haubold, who is an experienced arbitrator and mediator of international disputes, a qualified Centre for Effective Dispute Resolution mediator and an associate tenant of Littleton Chambers in London.  The Scheme Adjudicator will act as an expert and not as an arbitrator and his specific function will be to determine any disputed Scheme Claim or matter that is referred to him in accordance with the Scheme. His decision will be final and binding on both the Company and the Scheme Creditors insofar as the law allows.

21.2The Scheme Adjudicator may retain lawyers to assist him. The Scheme Adjudicator has a discretion to award costs, including the costs of any advisers he employs, against any party.

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21.3The Scheme Adjudicator may also direct that costs and expenses incurred by the Scheme Administrators in consequence of a Scheme Creditors’ unreasonable failure to submit adequate information to support a Claim Form are to be borne by that Scheme Creditor.

22.Claims and Solicitation Agent

The Claims and Solicitation Agent will be BMC Group, Inc.  The Claims and Solicitation Agent will facilitate communications with Scheme Creditors. If you have any queries relating to this document or what is required of you, please contact the Claims and Solicitation Agent whose contact details are set out below for assistance. All relevant documentation may be found at www.bmcgroup.com/scl, including the on-line version of the Form of Proxy and Voting Form and the Claim Form.

Please contact the Claims and Solicitation Agent at:

BMC Group, Inc

Attention of: Sea Containers Ltd, Claims and Solicitation Agent

31 Southampton Row
4th Floor
Holborn
London  WC1B 5HJ
England

Telephone: 00-800-3325-7666 (UK/European Toll Free)
or 001 702 425 2280 (for callers outside UK/Europe/US)

or at:

444 Nash Street
El Segundo
California 90245
Telephone: 001 888 909 0100 (US Toll Free)

www.bmcgroup.com/scl

23.Documents Available for Inspection

Copies of the Scheme, this document, the Plan, Disclosure Statement and the Orders of the US Bankruptcy Court and the Court, approving the foregoing are available for inspection between the hours of 9.00 a.m. and 5.00 p.m. on any day which is a business day in the appropriate location until 5.00 p.m. on [11 November 2008] at the following locations:

Appleby
Canon’s Court
22 Victoria Street
Hamilton HM EX

45

Bermuda
Attention of: Jennifer Fraser

Phone: 00 1 441 295 2244

Fax: 00 1 441 292 8666

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago Illinois 60601
Attention of: David Agay

Phone: 00 1 312 861 2342

Fax: 00 1 312 660 9768

Kirkland & Ellis International LLP
30 St Mary Axe
London
EC3A 8AF
Attention of: Lyndon E. Norley

Phone: 00 44 207 469 2070

Fax: 00 44 207 469 2001

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SECTION V: COMPARISON OF THE SCHEME PROPOSALS WITH BERMUDIAN AND US INSOLVENCY PROCEDURES

1.The Basic Principles

1.1The basic principles of the Scheme and the Plan are consistent with the general goals of Bermuda and US insolvency law.  These include making pari passu distributions to the Company’s unsecured creditors, taking account of the interests of creditors who are preferred by law, secured creditors and those creditors with rights of set-off.

1.2Two principal differences between Bermudian and US insolvency procedures relate to timing differences and the barring of creditors’ claims.

2.Timing Differences

2.1In the US, the date of the filing of the chapter 11 petition of the Company (which took place on 15 October 2006) is significant because it:

2.1.1serves as the cut-off date for establishing claims that are generally to be treated equally;

2.1.2establishes creditors’ priority rights;

2.1.3fixes creditors’ rights of set-off;

2.1.4establishes a general principle preventing interests from continuing to accrue on unsecured claims and accelerating the principal amount of claims of a debtor; and

2.1.5serves as the value date for conversion of foreign currency into claims in US currency.

2.2A similar principle would apply in Bermuda if a winding-up order were made against the Company, but does not apply as a result of the making of an order appointing provisional liquidators.  The Company went into Provisional Liquidation on 16 October 2006; it has not gone into liquidation.  Accordingly, the position under Bermuda law is that an event has not yet occurred which would give rise to the crystallisation of creditors’ rights of proof, preferential claims and rights of set-off, which would prevent interest from continuing to accrue and which would require the conversion of foreign currency claims.

2.3The way in which the Scheme deals with these matters is set out below:

2.3.1Proof: The proposals enable a Scheme Creditor who has an Allowed Claim under the Plan to be deemed as claiming in the Scheme and a Non-Plan Third Party Creditor who does not have an Allowed Claim under the Plan and who would have a right to claim in a liquidation in Bermuda as if the Company were in liquidation to also claim in the Scheme.

2.3.2Preferential claims: Under the Scheme and Plan claims will be paid in full if they have priority under the Plan or if they would have been preferential in a Bermudian compulsory liquidation as if the Company were in liquidation from

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16 October 2006.  The only preferential claims against the Company are those held by the Joint Provisional Liquidators for their costs and expenses.  These claims are being settled under and in accordance with the terms of the Plan.

2.3.3Set-off: The rights of set-off under section 553 of the US Bankruptcy Code as further provided in Section 1.14 are to apply to the Scheme.

2.3.4Rights to interest: In a Bermuda liquidation, if a claim is interest bearing, interest continues to accrue at the applicable rate up to the date of commencement of the winding-up.  Under US procedures, interest ceases to accrue from the date of filing of the chapter 11 petition.

The Scheme provides that the amount of each Scheme Liability will not include interest after 15 October 2006.  This enables Creditors in the Plan and the Scheme to be treated on an equal footing.

2.3.5Currency of payment: US law provides that claims will be converted into US dollars at the exchange rate ruling on 15 October 2006, the date of the chapter 11 filing.  The Scheme also provides for all claims to be paid in US dollars using the applicable exchange rate as of 16 October 2006, as quoted at 4.00 p.m. (EDT), as the mid range spot rate of exchange for the applicable currency as published in the Wall Street Journal, National Edition, on 17 October 2006, in order to ensure the necessary consistency between claims in the Plan and the Scheme.

3.Barring of Creditors’ Claims

3.1The other principal difference between the Bermuda and US insolvency systems is that, in the US, a “bar date” (or, in the Chapter 11 Cases, the US Bar Date and the Employee Bar Date) is established early in the insolvency proceedings.  If a creditor fails to make his claim before the bar date, he will generally have no right to distributions from the insolvent estate unless otherwise determined by the US Bankruptcy Court in accordance with the US Bankruptcy Code.

3.2Under a winding-up in Bermuda, a creditor who has not proved his claim in time to benefit from a distribution is not able to upset that distribution but, if he subsequently makes a claim, he is entitled to participate in future distributions and to “catch up” by receiving payment of past dividends.

3.3The proposals recognise that Creditors in the two jurisdictions should be treated as similarly as possible.  Accordingly, Non-Plan Third Party Creditors who may file a claim in the Scheme by the Bar Date may rank for distribution if, in the opinion of the Scheme Administrators, the failure of such Non-Plan Third Party Creditor to lodge the Claim before the US Bar Date (or Employee Bar Date), did not result from wilful neglect or lack of reasonable diligence.

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APPENDIX I TO PART I

Form of Proxy

FORM OF PROXY FOR NON-PLAN THIRD PARTY CREDITORS

IN THE SUPREME COURT OF BERMUDA

IN THE PETITION OF SEA CONTAINERS LIMITED (THE “COMPANY”)

- and -

IN THE MATTER OF THE COMPANIES ACT 1981

SCHEME OF ARRANGEMENT

Record Date: 12.00 a.m. (EDT) on 15 October 2006

FORM OF PROXY

for use at the meetings of Scheme Creditors
(as defined in the scheme of arrangement hereinafter mentioned)
to be held at the offices of Appleby
at Canon’s Court, 22 Victoria Street, Hamilton, HM EX Bermuda,
at 10.00 a.m. (AST/Bermuda time) on [12 November] 2008
regarding the scheme of arrangement proposed between the Company and its Scheme

Creditors pursuant to section 99 of the Companies Act 1981 of Bermuda (the “Scheme”)

Capitalised terms used in this Form of Proxy but not defined in it have the same meaning given to them in the Scheme.  The Scheme forms part of the scheme circular which includes, amongst other things, the terms of the Scheme, the Explanatory Statement prepared in connection with the Scheme pursuant to section 100 of the Companies Act 1981 of Bermuda and the notice of the meetings of the Scheme Creditors referred to above.  You are strongly advised to read the document before you complete this Form of Proxy.  This Form of Proxy is governed by, and shall be construed in accordance with, Bermuda Law.

This form is only to be completed by Non-Plan Third Party Creditors who have not otherwise Filed a Claim in the Plan.

Before completing and executing this Form of Proxy, you should read the instructions as set out at pages 51 to 52 below.  If you have any questions relating to the completion of this Form of Proxy, or if you require further copies of this Form of Proxy or the document, please contact the Claims and Solicitation Agent appointed by the Company in relation to the Scheme: BMC Group, Inc. (attention of the Claims and Solicitation Agent for Sea Containers Limited) at 31 Southampton Row, 4th Floor, Holborn, London  WC1B 5HJ, England; Telephone: 00-800-3325-7666 (UK/European Toll Free) or 001 702 425 2280 (for callers outside UK/Europe/US); www.bmcgroup/scl.

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You are encouraged to return this Form of Proxy, having completed it in accordance with the instructions set out at pages 51 to 52, as soon as possible.  The deadline for submission of this Form of Proxy is set out in Section D of this Form of Proxy at page 50.

SECTION A  (See note 1 of the instructions below)

As at the Record Date, I/We (the undersigned):

Name of Non-Plan Third Party Creditor (Block Capitals):

Name of authorised signatory of Scheme Creditor

(if applicable) (Block Capitals):

Address of Non-Plan Third Party Creditor (Block Capitals):

Date:

Telephone number (including country and area code)

of Non-Plan Third Party Creditor:

E-mail address of Non-Plan Third Party Creditor:

Fax Number (including country and area code)

of Non-Plan Third Party Creditor:

have the following Scheme Claim that is not also Filed in the Plan:

Scheme Claim Amount of Scheme Claim at the
Record Date (excluding interest)

The Scheme Claim was not Filed in the Plan because:

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These details will be used by the Chairman of each Scheme Meeting to determine the eligibility and value of your claim for the purpose of voting at the relevant Scheme Meeting only.

51

SECTION B (See note 2 of the instructions below)

(i)          APPOINTMENT OF PROXY

o I/WE, THE UNDERSIGNED, HEREBY APPOINT:

(tick box if appropriate)

o the Chairman of the meetings; or

(tick box if appropriate)

o the following individual(A):

(tick box if appropriate)

(Name)

(Address)

as my/our proxy to act for me/us at the relevant Scheme Meeting to be held on the date and time set out on page 1 of this Form of Proxy at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme and, at such meeting or any adjournment thereof, for and in the name of the undersigned.

(if you have ticked this Section B(i), please proceed to Section C)

(ii)         NOTICE OF ATTENDANCE

o I/WE will attend and vote in person at the relevant Scheme Meeting
(tick box if appropriate)

(if you have ticked this Section B(ii), please proceed to Section D)

(A) The person to whom this proxy is given need not be a Non-Plan Third Party Creditor of the Company but must attend the relevant Scheme Meeting in person to represent you.

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SECTION C (See note 3 of the instructions below)

If you have indicated at Section B(ii) above that you will attend and vote in person at the relevant Scheme Meeting you do not need to complete Section C.  This Section C should only be completed by Non-Plan Third Party Creditors who have indicated at Section B(i) that they shall appoint a proxy AND which proxy has been authorised to vote the entire amount of such Scheme Claim in favour of the Scheme at such Scheme Meeting.

I DIRECT MY PROXY TO VOTE THE ENTIRE AMOUNT OF MY SCHEME CLAIM IN RESPECT OF THE SCHEME (EITHER WITH OR WITHOUT MODIFICATION, AS I/WE OR MY/OUR PROXY MAY APPROVE), AS INDICATED BELOW:

	(Please tick as required)
For the Scheme	o
Against the Scheme	o
Abstain	o
At discretion	o

NB:  If you are appointing the Chairman of the relevant Scheme Meeting as your proxy and you tick in the box marked “AT DISCRETION”, this Form of Proxy will validly appoint the Chairman as your proxy to vote in favour of the Scheme.  If you do not tick any box, your proxy will not be validly appointed and will not be permitted to cast a vote on your behalf.

Please proceed to Section D.

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SECTION D SIGNATURES  (See notes 4-7 of the instructions below)

Signed

(for and on behalf of Non-Plan Third Party Creditor

INSTRUCTIONS FOR COMPLETING AND LODGING THIS FORM OF PROXY:

Return ALL PAGES of this Form of Proxy by post, air mail, hand delivery or fax to the Claims and Solicitation Agent at:

BMC Group Inc
Attention: Sea Containers Ltd. Claims and Solicitation Agent
31 Southampton Row, 4th floor
Holborn
London
WC1B 5HJ
England
Telephone: 00-800-3325-7666 (UK/European Toll Free)
or 001 702 425 2280 (for callers outside UK/Europe/US)

Whether this Form of Proxy is returned by post, air mail, hand delivery or fax, it must be marked for the attention of Sea Containers Ltd, Claims and Solicitation Agent.

Duly completed Forms of Proxy should be returned as set out above as soon as possible so as to be received by no later than 5.30 p.m. (AST/Bermuda time) on [10 November, 2008].  If a Form of Proxy is not so returned it may be accepted at the sole discretion of the Chairman at any time prior to the Scheme Meeting.

SECTION A

1.Fill in the required details of your Scheme Claim in the box provided in Section A.  Complete the details in block capitals.

SECTION B

2.Complete Section B by choosing either to appoint a proxy or to attend and vote at the relevant Scheme Meeting in person.  If you wish to appoint a proxy, tick the box in Section B(i).  If you wish to appoint the Chairman of the relevant Scheme Meeting as your proxy, tick the relevant box.  Alternatively, if you wish to appoint any person other than the Chairman of the relevant Scheme Meeting as your proxy, tick the relevant box and insert in block capitals the name and address of the person appointed in the space provided.  If you wish to attend and vote at the relevant Scheme Meeting in person tick the box in Section B(ii).  If you wish to attend in person and ticked the box in Section B(ii) you should ignore Section C and go directly to Section D.

SECTION C

3.If you have completed Section B(i) you should indicate, by ticking the appropriate box in Section C, how you wish your proxy to vote in respect of your entire Scheme Claim at the relevant Scheme Meeting.  If you tick the box marked “AT DISCRETION”, the proxy will vote at his or her discretion (or abstain), unless you have appointed the Chairman of the relevant Scheme Meeting as your proxy, in which

54

case this will validly appoint the Chairman as your proxy to vote in favour of the Scheme.  If you appoint a proxy and do not tick any of the boxes in Section C or fail to sign Section D, the Form of Proxy will be invalid and the Company will notify you by first class post or e-mail, where an e-mail address is given, as soon as reasonably practicable.  If you will attend and vote in person at the meeting and have therefore completed Section B(ii), you are not required to tick any box at Section C and should go to Section D.

SECTION D

4.You are required to sign your Form of Proxy.  You are encouraged to complete and return your Form of Proxy to Sea Containers Ltd, Claims and Solicitation Agent as soon as possible at the address or fax number detailed in Section D.  Whether your Form of Proxy is returned by post, air mail, hand delivery or fax it must be marked for the attention of Kevin Martin.  The latest time and date by which Forms of Proxy should be received is 5.30 p.m. (AST/Bermuda time) on [10 November] 2008.  However, if a duly completed and executed Form of Proxy is not so returned it may be accepted at the sole discretion of the Chairman at any time prior to the start of the relevant Scheme Meeting.

5.Any alteration made on this Form of Proxy must be initialled by the person who signs it.

6.The completion and return of the Form of Proxy will not preclude you from attending the relevant Scheme Meeting and voting in person if you so wish, but if you do so your proxy will not be permitted to vote on your behalf.

7.Any person signing a Form of Proxy as an authorised signatory of a Non-Plan Third Party Creditor warrants to the Chairman of the relevant Scheme Meeting that he has authority to sign this Form of Proxy on the Non-Plan Third Party Creditor’s behalf.  The Company will not acknowledge receipt of a Form of Proxy.

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APPENDIX II TO PART I

Claim Form for Voting Purposes

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It is being sent to persons believed to be Non-Plan Third Party Creditors, being certain creditors of the Company.

Further copies of this document can be obtained by visiting the Website.

Before completing and executing this Claim Form for voting purposes you should read the notes set out in this Claim Form for voting purposes. If you do not complete this Claim Form for voting purposes in full and sign it in accordance with the instructions in the notes, you may not be eligible to vote on the Scheme in respect of your claim as a Non-Plan Third Party Creditor.

In order to participate in voting on the Scheme, you must complete and submit a copy of this Claim Form for voting purposes with your Form of Proxy.  This Claim Form for voting purposes is for use only in respect of voting on the Scheme and the amount of a Scheme Claim admitted for voting purposes does not constitute an admission of the evidence or amount of any liability of the Company and will not bind the Company, the Scheme Administrators or the Scheme Creditors.

YOUR DULY COMPLETED CLAIM FORM FOR VOTING PURPOSES SHOULD BE RETURNED, ALONG WITH THE COMPLETED FORM OF PROXY, SO AS TO BE RECEIVED NO LATER THAN 5.30 P.M. (AST/BERMUDA TIME) ON [10 NOVEMBER] 2008.

If the Scheme becomes Effective, each Non-Plan Third Party Creditor will be able to download a copy of the Claim Form, which will be in substantially similar for to this Claim Form for voting purposes.  Once completed, the Claim Form will constitute your claim to Scheme Consideration in the Scheme. In order to be entitled to participate in the distribution of Scheme Consideration your duly completed Claim Form must be submitted to Kirkland & Ellis International LLP, 30 St,. Mary Axe, London, EC3A 8AF, attention Lyndon E. Norley so as to be received by 5.30 p.m. (AST/Bermuda time) on [22 December] 2008 and admitted by the Scheme Administrators (who are anticipated to be Gareth A. Hughes of Ernst & Young LLP and John C. McKenna, on behalf of the Company). Claim Forms received by 5.30 p.m. (AST/Bermuda time) on [22 December] 2008 but which have not been duly completed, or Scheme Claims which are not otherwise Admitted Scheme Claims will not entitle you to participate in the distribution of Scheme Consideration. Claim Forms should be returned to the Scheme Administrators, (attention Gareth A. Hughes of Ernst & Young LLP and John C. McKenna).

If you have any questions relating to the completion of this Claim Form for voting purposes, or if you require a further copy of this Claim Form for voting purposes or this document, please contact the HELPLINE by telephoning Sea Containers Ltd, Claims and Solicitation Agent on 00 800 3325 7666 (UK/European Toll Free) or 001 702 425 2280 (for callers outside UK/Europe/US) during normal working hours.

CLAIM FORM FOR VOTING PURPOSES

IN THE SUPREME COURT OF BERMUDA
IN THE PETITION OF SEA CONTAINERS LIMITED (THE “COMPANY”)
- - and -
IN THE MATTER OF THE COMPANIES ACT 1981
SCHEME OF ARRANGEMENT
Record Date: 12.00 a.m. (Eastern time) on 15 October 2006

This Claim Form for voting purposes is to be read in conjunction with this document dated [29] September 2008. The definitions contained in Clause 1 of the Scheme apply in this Claim Form for voting purposes. This Claim Form for voting purposes is governed by and shall be construed in accordance with Bermuda law.

This Claim Form for voting purposes is for use ONLY in respect of interests as Non-Plan Third Party Creditors of the Company which were held by you at (and at all times after) the Record Date (12.00 a.m. (EDT) on 15 October 2006).

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

NOTES FOR COMPLETION OF THIS CLAIM FORM FOR VOTING PURPOSES

PLEASE FOLLOW THESE NOTES CAREFULLY WHEN COMPLETING THIS CLAIM FORM FOR VOTING PURPOSES ALL BOXES MUST BE COMPLETED AS DESCRIBED IN THESE NOTES

1FULL NAME(S) AND ADDRESS(ES) OF CLAIMANT(S) (BOX 1)

This Claim Form for voting purposes must be completed by or on behalf of a Non-Plan Third Party Creditor, whose failure to File a Claim in the Plan is not a result of wilful default or lack of reasonable diligence (or who is otherwise permitted to submit a Claim in the Scheme by an order of the Court). Insert in Box 1 the full name of that person or persons together with their full addresses).

In the case of a joint claim, insert the full name and address of the first joint claimant in Section (A) and the full name and address of each other joint claimant in Section (B).

2NOMINAL AMOUNT OF CLAIM (BOX 2)

Insert in Section (A) of Box 2 the amount of the claim against the Company on the Record Date, state the currency in which the claim arises and state the amount of the claim.

Insert in Section (B) of Box 2 a brief description of how your claim arises. For example, if such claim arises under a contract, please provide details of the subject matter of the contract and details of the parties to, and date of, that contract.  Please also include the date(s) the debt was incurred.

Insert in Section (C) of Box 2 details of any documents by reference to which the claim can be substantiated.

Insert in Section (D) of Box 2 the amount of any claim the Company has against you which will be set off against your Scheme Claim pursuant to Clause 1.14 of the Scheme.

Insert in Section (E) of Box 2 a brief description of how any claim that the Company has against you arises.  For example, if such claim arises under a contract, please provide details of the parties to, and date of, that contract.

Insert in Section (F) the total amount of your Scheme Claim being the amount inserted in Section (A) minus the amount inserted in Section (D) ensuring that the two numbers are in the same currency.  The terms of Clause 1.15 of the Scheme shall apply to any currency conversions.

Insert in Section (G) of Box 2 details of whether your claim is secured.  Details of any security given, including the value of security and the date it was given.

Insert in Section (H)(i) of Box 2 the bank account details of a bank [in the US] to which any Cash forming part of the Scheme Consideration should be credited. If you would prefer to receive such payment by cheque, please leave the account details section blank and complete the cheque payee and address details in Section (H)(ii) instead. Cheques will be sent by ordinary uninsured mail at the risk of the recipient. You must supply either bank account or cheque payment details in order to be eligible for payment of any Cash forming part of the Scheme Consideration.

Insert in Section (I) the securities account details to which any Newco Equity forming part of the Scheme Consideration should be credited.

3CONFIRMATIONS (BOX 3)

Box 3 requires confirmation of your power and authority to complete this Form and receive your Scheme Consideration. 

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

4       DATE OF EXECUTION (BOX 4)

Insert in Box 4 the date on which this Claim Form for voting purposes is executed. This date must be the date on which the person who signs the Claim Form for voting purposes in Box 5 does so. Where more than one person signs the Claim Form for voting purposes in Box 6, the date of execution is the date on which the last person to sign the Claim Form for voting purposes actually does so.

5       EXECUTION (BOX 5)

Box 5 must be signed by each person who is named as a Non-Plan Third Party Creditor in Box 1 as explained below.

As described in the notes below, in most cases evidence of the authority of signatory(ies) to execute this Claim Form for voting purposes needs to be submitted with this Claim Form for voting purposes.

Individuals:

Where a Non-Plan Third Party Creditor is an individual or individuals, that person or those persons must sign and complete Section (A) of Box 5.

If the person signing in Section (A) of Box 5 as an individual is a Non-Plan Third Party Creditor whose claim is not solely for his own account (for example if he holds that interest as a trustee, executor or personal representative or a partner in a partnership), evidence of his authority to sign this Claim Form for voting purposes must be submitted as described in the notes below under the heading “Evidence to be submitted with Claim Form for voting purposes”.

Companies incorporated in Bermuda:

Where a Non-Plan Third Party Creditor is a company incorporated in Bermuda, then Section (B) of Box 5 must be signed. The persons signing on behalf of the company must specify his or her position in that company, and must submit the evidence of his or her authority to sign as described in the notes below.

Companies not incorporated in Bermuda (and partnerships or other entities, wherever established, which have a separate legal personality):

Where a Non-Plan Third Party Creditor is a company which is not incorporated in Bermuda (or a partnership or other entity, wherever established, which has a separate legal personality from its partners or members), then Section (C) of Box 5 must be signed and completed on behalf of that company, partnership or other entity by a person or persons duly authorised by that company, partnership or other entity in accordance with the law of the territory in which that company, partnership or other entity is incorporated or established. The territory of incorporation or establishment must be inserted in the space provided. The person(s) signing on behalf of the company, partnership or other entity must submit evidence of their authority to sign as described in the notes below under the heading “Evidence to be submitted with Claim Form for voting purposes”.

Powers of attorney:

This note applies if a Non-Plan Third Party Creditor has appointed someone else to execute the Claim Form for voting purposes on his, her or its behalf under a power of attorney. If the attorney so appointed is an individual, he must: (i) sign and complete Section (A) of Box 5 as an individual; and (ii) when he prints his name in Section (A) of Box 5, also complete the line with the words “as attorney for X”, X being the name of the Non-Plan Third Party Creditor who has granted the power of attorney. If the attorney so appointed is a company or a partnership or other entity having its own legal personality, then: (i) Section (B) or, as appropriate, Section (C) of Box 5 must be completed and signed in the manner described above; and (ii) when the name of the company (or other entity) is inserted in Section (B) or (C), the words “as attorney for X” must be inserted, X being the name of the Non-Plan Third Party Creditor who has granted the power of attorney.

In all cases, the attorney must submit evidence of his or its authority to sign as described in the notes below as described in the notes below under the heading “Evidence to be submitted with Claim Form for voting purposes”.

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

Evidence to be submitted with Claim Form for voting purposes:

In all cases, other than where an individual who signs the Claim Form for voting purposes is claiming as a Non-Plan Third Party Creditor solely for his own account, evidence of the authority of the signatory(ies) to execute the Claim Form for voting purposes on behalf of the Non-Plan Third Party Creditor must be submitted with the Claim Form for voting purposes.

Where the Non-Plan Third Party Creditor (or the person signing the Claim Form for voting purposes on behalf of the Non-Plan Third Party Creditor) is a company, partnership or other entity, this evidence must consist of:

(1)	copies of, or extracts from, that company, partnership or entity’s constitutional documents (such as articles of association or partnership agreement) indicating which officers or bodies of the company, partnership or entity are authorised to execute documents, or have the capacity to delegate authority to execute documents, on behalf of that company, partnership or entity; and
(2)	copies of, or extracts from, minutes or resolutions of the appropriate officers or bodies of the company, partnership or entity, evidencing that such authority has been delegated to the person(s) completing and signing the Claim Form for voting purposes on behalf of that company, partnership or entity.

For other individuals (such as personal representatives or executors) this evidence should show that the relevant individual is authorised to sign the Claim Form for voting purposes.

Where a Non-Plan Third Party Creditor has appointed an attorney, a copy of the power of attorney must be submitted with the Claim Form for voting purposes, together with any other evidence of authority (such as copies of constitutional documents and/or minutes) required to be submitted as described in the notes above under this heading. The power of attorney must authorise the attorney to execute this Claim Form for voting purposes. If the power of attorney has been granted under English law, that power of attorney must be executed as a deed.

Corrections and amendments:

If, in completing this Claim Form for voting purposes, any corrections or amendments have been made, however minor, each person who signs in Box 5 must also sign his or her initials next to each correction or amendment. Amendments may not be made to the wording in Box 3. This will invalidate the Claim Form for voting purposes.

When you have duly completed and executed this Claim Form for voting purposes, please retain a copy of each page of the Claim Form for voting purposes (the copy) and send the original of each page of the Claim Form for voting purposes (the original) to BMC Group Inc., 30 Southampton Row, 4th floor, Holborn, London WC1B 5HJ (for the attention of the Sea Containers Ltd Claims and Solicitation Agent). You are encouraged to return your duly completed and executed Claim Form for voting purposes immediately.  In order that you may vote on the Scheme in the Scheme Meeting, your Claim Form for voting purposes must be duly completed and submitted at the latest by 5.30 p.m. (AST/Bermuda time) on [10 November] 2008 and must be admitted by the Scheme Administrators.

If you have any difficulty in completing this Claim Form for voting purposes, or there is insufficient space in any section for you to insert in full the required details or for all joint claimants to execute, or you require a further Claim Form for voting purposes or Scheme document, please contact the HELPLINE by telephoning the Sea Containers Ltd Claims and Solicitation Agent on telephone number 001 702 425 2280 (outside UK/Europe/US) or 0800 3325 7666 (UK/Europe toll free) during normal working hours.

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

PLEASE READ THE ACCOMPANYING NOTES CAREFULLY BEFORE COMPLETING THIS CLAIM FORM FOR VOTING PURPOSES. PLEASE COMPLETE THE FORM IN PEN USING BLOCK CAPITALS.

1
	FULL NAMES(S) AND ADDRESS(ES) OF SCHEME CREDITOR(S)		(BOX 1)
	I/We*, being the person or persons named below, make the declarations set out below in Boxes 2 and 3:
	(A)        Sole Non-Plan Third Party Creditor (or first joint claimant):
	Name (in full)
	Address
	Country	Postcode
	Please enter here a daytime telephone number and contact name (if appropriate) where you can be contacted in the event of any question arising from the completion of this Claim Form for voting purposes:
	Telephone number (including country and area code)
	Contact name
	(B)        Other Joint Non-Plan Third Party Creditors (if any):
	Name and address (in full)
	Telephone number (including country and area code)
	Contact name
	Name and address (in full)
	Telephone number (including country and area code)
	Contact name
	Name and address (in full)
	Telephone number (including country and area code)
	Contact name

* Delete as appropriate

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

2	AMOUNT OF CLAIM		(BOX 2)
	(A)	I am/We are* a Non-Plan Third Party Creditor. The amount of my/our* Scheme Claim as a Non-Plan Third Party Creditor on the Record Date is:
				(amount, stating currency).
	(B)	Description of claim
	(C)	documentary evidence supporting claim
	(D)	The amount of any sums due from me/us* to the Company as at the Record Date which will be set-off against my/our* Scheme Claim pursuant to Clause 1.14 of the Scheme are:
				(amount, stating currency).
	(E)	Description of claim
	(F)	Total Scheme Claim ((A)-(D))
					(amount, stating currency).
	(G)	Is the claim secured?
	(H)	The Claim was not Filed under the Plan because
	(I) (i) Any Cash forming part of the Scheme Consideration is to be paid by cheque and sent to you by ordinary mail at your own risk, please complete the following:
	Payee:
	Address to which cheque to be sent:

Country:	Postcode:
OR (ii)   Bank Account Details
Alternatively, if you would prefer any Cash forming part of the Scheme Consideration to be paid directly into your bank account at your expense, please set out below your account details with a bank in the [US] for the payment of any Cash forming part of the Scheme Consideration are as follows:
Bank name:
Branch address:
	Zipcode:
Sort code:
Account name:
Account number:
(I) Any Newco Equity forming part of the Scheme Consideration are to be delivered to:

* Delete as appropriate

FORM OF CLAIM FORM FOR VOTING PURPOSES FOR NON-PLAN THIRD PARTY CREDITORS

3	CONFIRMATIONS		(BOX 3)
	The Non-Plan Third Party Creditor named in Box 1 represents and agrees as follows:
	(1)	it has full power and authority and has taken all action necessary to execute or authorise execution of this Claim Form for voting purposes.
	(2)	this Claim Form for voting purposes has been duly executed by the Non-Plan Third Party Creditor and constitutes its legal, valid and binding obligation and that all authority conferred or agreed to be conferred pursuant to this Claim Form for voting purposes and every obligation of the Non-Plan Third Party Creditor under this Claim Form for voting purposes shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Non-Plan Third Party Creditor and shall not be affected by, and shall survive, the death or incapacity of the Non-Plan Third Party Creditor and that all of the information in this Claim Form for voting purposes is complete and accurate.

4	DATE OF EXECUTION	(BOX 4)
	This Claim Form for voting purposes has been executed on		2008

5	EXECUTION		(BOX 5)
A	Execution by individuals
	Signed by:
	1.
		Name in full (please print)		Signature
	2.
		Name in full (please print)		Signature
	3.
		Name in full (please print)		Signature
	4.
		Name in full (please print)		Signature

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B	Execution by a company incorporated in Bermuda		(BOX 5)
	Executed by the entity named below:
	Name of Company (please print)
	acting by the person (or persons) named below each of whom is duly authorised on behalf of the company named above:
		Director
	Name in full (please print)			Signature
		Director
	Name in full (please print)			Signature
	(if two signatories required)			(if two signatories required)

		(BOX 5)
C	Execution by a company not incorporated in Bermuda (or a partnership or other entity having its own legal personality)
	Executed by the company, partnership or other entity named below:
	Name of company, partnership or other entity
	acting by the person or persons named below, who is or are duly authorised signatories of the company, partnership or entity named above under the laws of the territory in which the company, partnership or entity is incorporated or established:
	Name in full (please print)		Signature
	Name in full (please print)		Signature
	(if two signatories required)		(if two signatories required)
	Territory of incorporation or establishment

65

APPENDIX III TO PART I

Flow Chart Illustrating the Procedure for Agreeing Scheme Claims

66

APPENDIX IV TO PART I

Flow Chart Illustrating the Dispute Resolution Procedure

67

INDEX TO PART II: SCHEME OF ARRANGEMENT

1.	RECITALS		70
	1.1	Definitions	70
	1.2	The Company	84
	1.3	Chapter 11 Cases	85
	1.4	Joint Provisional Liquidators	85
	1.5	Chapter 11 Plan	86
	1.6	Pension Schemes Settlement	87
	1.7	Effect of Scheme	90
	1.8	Conditions to Effectiveness of the Scheme	91
	1.9	Parties other than the Company and Scheme Creditors	91
	1.10	Pension Scheme Trustees and the Scheme	91
	1.11	Third Party Creditors and the Scheme	92
	1.12	Interest	92
	1.13	Preferential Claims	92
	1.14	Set-off	92
	1.15	Currency Conversion	92
	1.16	Objects of the Scheme	93
2.	THE TRANSFER		94
	2.1	Reorganisation of the Company and transfer of assets	94
	2.2	Transaction documents	94
3.	THE SCHEME		94
	3.1	Application of the Scheme	94
	3.2	Moratorium	95
	3.3	Assignments	95
	3.4	Release	95
	3.5	Restructuring Steps	98
	3.6	Time Limits	99
4.	SCHEME CLAIMS AND PROCEDURE FOR DISTRIBUTIONS		99
	4.1	Classes of Claims	99
	4.2	Classes	100
	4.3	Valuation	100
	4.4	Distribution of Claim Forms	100
	4.5	Claim Forms must be completed and returned to the Scheme Administrators by the Bar Date	100
	4.6	Consequences of failure to return a Claim Form by the Bar Date	101
	4.7	Review of Claim Forms and admission of Scheme Claims	102
	4.8	Entitlement to Scheme Consideration	104
	4.9	The Scheme Adjudicator	105
	4.10	Dispute Resolution Procedure for Scheme Claims from Non-Plan Third Party Creditors	106
5.	THE SCHEME ADMINISTRATORS		110
	5.1	The Scheme Administrators	110
6.	GENERAL SCHEME PROVISIONS		111
	6.1	Final Implementation and Termination of the Scheme	111
	6.2	Early Termination of the Scheme	112
	6.3	Scheme Costs	112

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6.4	The Plan	113
6.5	Modification of the Scheme	113
6.6	Force Majeure	113
6.7	Explanatory Statement	113
6.8	Notice	113
6.9	Governing law and jurisdiction	114

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PART II: THE SCHEME OF ARRANGEMENT

1.RECITALS

1.1Definitions

1.1.1In the Scheme, unless the context otherwise requires or is otherwise expressly provided for, the following expressions shall bear the meaning set opposite them:-

“1983 Pension Scheme”	means the Sea Containers 1983 Pension Scheme, a defined benefit pension scheme constituted by an interim trust deed dated 30 August 1983 and governed by a definitive trust deed and rules dated 16 December 2005 and effective as of 1 July 2004 (as amended);
“1983 Pension Scheme Claims”	means, collectively, those certain Claims set forth in the Proofs of Claim numbered 55, 56, 57, 83, 84 and 85 filed in the Chapter 11 Cases by The Trustees of the Sea Containers 1983 Pension Scheme acting for the 1983 Pension Scheme;
“1983 Scheme Deed of Compromise”	means the deed entered into by (among others) The Trustees of the Sea Containers 1983 Pension Scheme and the Company under which The Trustees of the Sea Containers 1983 Pension Scheme have agreed (subject always to satisfaction of the conditions under that deed being satisfied which include: (i) that the U.K. Pension Protection Fund has determined to validate a written estimate and statement as described in paragraph 3(a) of Regulation 2 of the Pension Protection Fund (Entry Rules) Regulations 2005); and (ii) that The Trustees of the Sea Containers 1983 Pension Scheme have given notice that the deed is to be effective) to compromise the Section 75 Debt of the Company (among others) for the sum of US$1 payable by the Company or Reorganised SCL;
“1990 Pension Scheme”	means the Sea Containers 1990 Pension Scheme, a defined benefit pension scheme constituted by an interim trust deed dated 21 August 1990 and governed by a trust deed and rules dated 26 April 1995 which were amended and/or restated by a deed dated 29 October 2003 and effective as of 1 September 2003;
“1990 Pension Scheme Claims”	means, collectively, those certain Claims set forth in the Proofs of Claim numbered 73, 74, 75, 136, 137 and 138 filed in the Chapter 11 Cases by The Trustees of the Sea Containers 1990 Pension Scheme

70

	acting for the 1990 Pension Scheme;
“Account Instructions”	has the meaning set out in the Plan;
“Actuary”	means Neville Hosegood of Mercer Limited, a wholly owned subsidiary of Marsh & McLennan Companies, Inc.;
“Administrative Claim”	has the meaning set out in the Plan;
“Admitted Scheme Claims”	means the Allowed SCL Other Unsecured Claims and the Allowed SCL Pension Scheme Unsecured Claims under the Plan and the amount of any relevant Scheme Claim which has been admitted by the Scheme Administrators so as to qualify for distributions of Scheme Consideration;
“Affiliate”	has the meaning set out in the Plan;
“Allowed”	has the meaning set out in the Plan;
“Allowed Equalisation Claim”	has the meaning set out in the Plan;
“Allowed Pension Schemes Administrative Claims”	has the meaning set out in the Plan;
“Allowed Pension Schemes Unsecured Claims”	has the meaning set out in the Plan;
“Allowed SCL Other Unsecured Claims”	has the meaning set out in the Plan;
“Allowed Senior Note Claims”	has the meaning set out in the Plan;
“Assets”	means all the assets of the Company in any part of the world, whether tangible or intangible and whether present or future;
“Bar Date”	means [22 December 2008];
“Bermuda”	means the British overseas territory of Bermuda;
“Bermuda Proceedings”	means the Scheme proceedings being heard by the Court;
“Board”	means the board of directors of the Company from time to time;
“Business Day”	means a day on which banks are open for general business (other than a Saturday or Sunday) in Bermuda;

71

“Business Transfer Agreement”	means the agreement which will transfer the Container Interests from the Debtors to Newco and which 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;
“Cash”	has the meaning set out in the Plan;
“Certificates”	means any instrument evidencing a claim or interest. For the avoidance of doubt, the term “certificate” does not include a certificate issued under section 75 of the Pensions Act 1985 of Great Britain (and regulations made thereunder);
“Chairman”	means the chairman of the Scheme Meetings;
“Chapter 11 Cases”	means (a) in relation to the Company the chapter 11 case number 06-11156 (KJC) pending under chapter 11 of the US Bankruptcy Code, filed on 15 October 2006 in the US Bankruptcy Court; and (b)when used with reference to all Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the US Bankruptcy Court;
“Claim”	means any claim by a person in respect of a Liability of the Company;
“Claim Form”	means each or any of the claim forms to be completed by or on behalf of a Non-Plan Third Party Creditor (or its authorised agent(s)) detailing its Scheme Claim(s), which will be available to download from the Website once the Scheme has become Effective and which will be substantially in similar form as the Voting Form;
“Claims and Solicitation Agent”	means BMC Group Inc.;
“Class”	means any claim or group of claims designated in the Scheme to form a class for the purpose of Section 99 of the Companies Act.
“Class A Common Shares”	means the Class A Common Shares issued by SCL;
“Class A Quotas”	has the meaning set out in the Plan;
“Class B Common Shares”	means the Class B Common Shares issued by SCL;
“Class B Quotas”	has the meaning set out in the Plan;

72

“Common Stock Interests”	has the meaning set out in the Plan;
“Companies Act”	means the Companies Act 1981 of Bermuda;
“Company” or “SCL”	means Sea Containers Limited, a company incorporated in Bermuda under the Companies Act;
“Confirmation Date”	has the meaning set out in the Plan;
“Confirmation Order”	has the meaning set out in the Plan;
“Consummation”	has the meaning set out in the Plan;
“Container Interests”	has the meaning set out in the Plan;
“Court”	means the Supreme Court of Bermuda;
“Creditors”	means one or more Holders of a Claim against the Company;
“Creditors’ Committees”	has the meaning set out in the Plan;
“Debtors”	means together, the Company, SCSL and Sea Containers Caribbean Inc.;
“Debtor Affiliate Schemes of Arrangement”	has the meaning set out in the Plan;
“Depository”	means a securities depository system;
“DIP Facility Claim”	has the meaning set out in the Plan;
“DIP Lenders”	has the meaning set out in the Plan;
“Disclosure Statement”	has the meaning set out in the Plan;
“Dispute Resolution Procedure”	means the dispute resolution procedure set out in Clause 4.10 of the Scheme;
“Distribution”	means any distribution of Newco Equity or other property under and in accordance with the terms of the Plan;
“Effective”	has the meaning set out at Clause 1.8 of the Scheme;
“Effective Date”	means the date on which the Scheme becomes Effective;
“Employee Bar Date”	means the deadline for filing a Claim for any current or former employee of the Debtors or any of the members of the Group (other than an Equalisation-Related Employee Claim or a Claim arising from any facts that would give rise to an Equalisation-Related

73

	Employee Claim), which is 25 August 2008, except as otherwise provided in the Plan or by a US Bankruptcy Court order;
“Employee Bar Date Order”	means the order entered by the US Bankruptcy Court entitled Order (A) Supplementing Amended Order Establishing Deadline for Filing Proofs of Claim and Approving Form and Manner of Notices 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 in the Chapter 11 Cases on 10 July 2008;
“Entity”	has the meaning set out at Section 101(15) of the US Bankruptcy Code;
“Equalisation Claim”	means, as defined in the Pension Schemes Settlement Agreement, the additional cost calculated by the Actuary as of 30 November 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 U.K. Court or by agreement of the Pension Scheme Trustees, purportedly introduced on or after 17 May 1990 in order to ensure compliance with that Article and also including any further amendments made or purportedly made in reliance on the purported effectiveness of or in connection with such amendments) that have not otherwise been taken into account by the Actuary in calculating the Pension Schemes’ total shortfall claims under Section 75 of the Pensions Act;
“Equalisation Determination Costs”	means, 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 Equalisation Claim, whether by resolution of the U.K. Court, or by agreement between the Pension Scheme Trustees 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 the U.K. Court on the solicitor and client basis set out in Rule 48.8 of the Civil Procedure Rules of the U.K. Court;
“Equalisation Escrow Account”	means the escrow account to be created on the Plan Effective Date to hold and administer the Equalisation Reserve in accordance with the

74

	provisions of the Equalisation Escrow Agreement;
“Equalisation Escrow Agent”	means the escrow agent being a person to be designated prior to the Confirmation Date;
“Equalisation Escrow Agent Costs”	means amounts reasonably required by the Equalisation Escrow Agent to manage, operate, execute or dissolve the Equalisation Escrow Account, including any costs, expenses or amounts relating thereto and the Equalisation Escrow Agent’s applicable professional rates in accordance with the terms of the Plan;
“Equalisation Escrow Agreement”	means the agreement to be Filed as part of the Plan Supplement, that, among other things, establishes and governs the Equalisation Escrow Account;
“Equalisation-Related Employee Claim”	means a claim asserted against the Equalisation-Related Employee Claim Trust by Reorganised SCL, Reorganised SCSL or a Non-Debtor Subsidiary, or a liquidator thereof, as a consequence of an equal pay or English law employment-related claim being brought by a current or former employee of SCL, SCSL, Reorganised SCL, Reorganised SCSL or a Non-Debtor Subsidiary subsequent to the determination by the U.K. Court in relation to the Equalisation Claim;
“Equalisation-Related Employee Claim Reserve”	means a reserve of an amount equal to the Plan dividend equivalent for the Company of approximately US$17.6 million, initially comprising shares of Newco Equity with an aggregate value of approximately US$13.1 million plus additional Cash in the amount of approximately US$4.5 million. The reserve shall be held by the trustees of the Equalisation-Related Employee Claim Trust for the purposes of paying only the Equalisation-Related Employee Claims.
“Equalisation-Related Employee Claim Trust”	has the meaning set out at paragraph 3.4 of Section III of the Explanatory Statement;
“Equalisation-Related Employee Claim Trust Deed”	means the trust deed that, among other things, establishes and governs the Equalisation-Related Employee Claim Trust;
“Equalisation Reserve”	means, 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 Equalisation Claim against SCL in the amount of US$69 million, to be established on the

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	Plan Effective Date for the sole benefit of the Pension Schemes;
“Equity Interest”	means any share of common stock, preferred stock or any other instrument evidencing an ownership interest in the Company, whether or not transferable and any option, warrant or right, contractual or otherwise, to acquire any such interest in the Company that existed immediately prior to the Plan Effective Date;
“Euros”	means the lawful currency of the Eurozone;
“Eurozone”	means the currency union among the European Union member states that have adopted the Euro as their sole official currency;
“Excluded Liability”	means all and any Liability of the Company arising under or pursuant to an Equalisation Claim (if any) and “Excluded Liability” shall be construed accordingly;
“Exit Facility”	means the credit facility or facilities documenting loans to be entered into by Newco and the Exit Facility Lenders on the Plan Effective Date;
“Exit Facility Lenders”	means the Lenders in respect of the Exit Facility as identified in the Plan on or before the Plan Effective Date;
“Explanatory Statement”	means the statement dated [·] October 2008 explaining the effect of the Scheme to Scheme Creditors in compliance with Section 100 of the Companies Act as set out in Part I of this document;
“File”	means to file with the US Bankruptcy Court in the Chapter 11 Cases, or in the case of proofs of claim in respect of the Plan, to file with the Claims and Solicitation Agent;
“Financial Support Direction”	means a financial support direction issued by the Pensions Regulator pursuant to section 43 of the Pensions Act 2004 of Great Britain;
“Force Majeure”	means any act of God, government act, war, fire, flood, explosion, civil commotion or act of terrorism;
“Form of Proxy”	means the form of proxy set out at Appendix I to the Explanatory Statement;

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“GE Capital”	has the meaning set out in the Plan;
“GE Framework Agreement”	has the meaning set out in the Plan;
“GE Master Transaction Agreement”	means the master transaction agreement by and among GE SeaCo, GE SeaCo America, SCL, SCSL, Quota Holdings Ltd., 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 in the US Bankruptcy Court as part of the Plan Supplement.
“GE Mutual Release Agreement”	means the 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 Ltd., SCSL, Sea Containers SPC, and Sea Containers America, Inc, to be filed in the US Bankruptcy Court as part of the Plan Supplement.
“GE SeaCo”	has the meaning set out in Clause 2.2 of Section II of the Explanatory Statement;
“GE SeaCo Quotaholders”	has the meaning set out in the Plan;
“Group”	means the Company and each of its subsidiaries and subsidiary undertakings from time to time;
“Holder”	means any entity holding a Claim or Interest, as applicable;
“Intercompany Claims”	has the meaning set out in the Plan;
“Interest”	means an Equity Interest in the Company including all issued, unissued, authorised 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;
“Joint Provisional Liquidators”	means the persons from time to time serving as joint provisional liquidators in the Provisional Liquidation, who are currently Gareth H. Hughes of Ernst & Young LLP and John C. McKenna and who are to be responsible for the administration of this Scheme;
“Liability”	means any liability or obligation of a person whether it is present, future, prospective or contingent, whether or not its amount is fixed or undetermined,

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	whether or not it involves the payment of money or the performance of an act or obligation and whether it arises at common law, in equity or by statute in Bermuda or in any other jurisdiction or in any other manner whatsoever but such expression does not include any liability which is barred by statute or is otherwise unenforceable and for the avoidance of doubt a person who does not have a legal liability under a contract because such contract is void or, being voidable, has been duly avoided will not have a liability for the purposes of this definition, and “Liabilities” shall be construed accordingly;
“Lien”	has the meaning set out at section 101(37) of the US Bankruptcy Code;
“Newco”	means SeaCo Ltd, an exempted company incorporated in Bermuda with registered address situate at Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda;
“Newco Equity”	means common shares of par value US$.001 per share each in the capital of Newco;
“Newco Repatriation Note”	has the meaning set out in the Plan;
“Non-Core Businesses”	means those businesses, excluding the marine container leasing business, operated by the Group, which included passenger rail transportation, passenger ferry operation, container manufacturing and repairing, hotel operation, property investment, perishable commodity production, and sales and publishing;
“Non-Debtor Subsidiaries”	means the Group excluding the Debtors;
“Non-Debtor Subsidiary Third Party Claims”	has the meaning set out at Clause 4.1 of Section III of the Explanatory Statement;
“Non-Debtor Subsidiary Trust”	has the meaning set out at Clause 4.2 of Section III of the Explanatory Statement;
“Non-Debtor Subsidiary Trust Deed”	means the trust deed that, among other things, establishes and governs the Non-Debtor Subsidiary Trust;
“Non-Plan Third Party Creditors”	means a Creditor of the Company who has not Filed a Claim under the Plan, save for any employees of any Debtor or Non-Debtor Subsidiary who now or in the future may assert an equalisation-related claim against the Company;

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“Order”	means the order of the Court sanctioning the Scheme;
“Other Priority Claim”	has the meaning set out in the Plan;
“Other Secured Claim”	has the meaning set out in the Plan;
“Other Unsecured Claim”	has the meaning set out in the Plan;
“Participating Employer”	has the meaning set out in the Plan;
“Pensions Act”	means the Pensions Act 1995 of Great Britain (as amended);
“Pensions Regulator”	means the U.K. body corporate established under section 1 of the Pensions Act 2004 of Great Britain;
“Pension Scheme”	means each of the 1983 Pension Scheme and the 1990 Pension Scheme and “Pension Schemes” means both of them;
“Pension Schemes Indebtedness”	means any Liability of the Company to the applicable Pension Scheme Trustees in respect of the following indebtedness to the Pension Scheme Trustees: (i)    the 1983 Pension Scheme Claims; and (ii)   the 1990 Pension Scheme Claims, but excluding always any Excluded Liabilities or any Section 75 Debt;
“Pension Schemes Settlement Agreement”	means the agreement approved by the US Bankruptcy Court on 19 September 2008 and to be entered into by the Company, SCSL and the Pension Scheme Trustees and which is more particularly described in Clause 1.6 of the Scheme;
“Pension Scheme Trustees”	means, collectively, The Trustees of the Sea Containers 1983 Pension Scheme and The Trustees of the Sea Containers 1990 Pension Scheme and “Pension Scheme Trustee” shall mean any one of them;
“Periodic Distribution Date”	has the meaning set out in the Plan;
“Petition Date”	means 15 October 2006;
“Plan”	means the second amended plan of reorganisation for the Debtors filed under chapter 11 of the US Bankruptcy Code as it may be amended, modified or supplemented from time to time and at any time prior to the Plan Effective Date and the Plan Supplement,

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	as such may be amended, modified or supplemented from time to time and any other Plan related documents;
“Plan Administrator”	means such qualified person or persons each as appointed in accordance with the terms of the Plan;
“Plan Ballot”	means the ballot distributed under the Plan;
“Plan Effective Date”	means the date selected by the Debtors in accordance with the terms of the Plan;
“Plan Supplement”	has the meaning set out in the Plan;
“Plan Third Party Creditors”	means those Creditors of the Company who have an Allowed Claim under the Plan, excluding any Claims Filed by (a) the Pension Scheme Trustees; (b) any member of the Group; (c) any DIP Facility Claims, Administrative Claims, Priority Tax Claims, Other Secured Claims or Other Priority Claims’; or (d) the costs and expenses of the Joint Provisional Liquidators in their capacity as such and further excluding any Interests or Common Stock Interests in the Company;
“Post”	means delivery by hand, pre-paid first class post or air mail;
“Post Emergence Costs”	has the meaning set out in the Plan;
“Priority Tax Claims”	has the meaning set out in the Plan;
“Proceeding”	means any action or other proceedings or other legal, administrative or regulatory process or steps (whether by way of demand, legal proceedings, execution of judgment, or arbitration or otherwise howsoever) including the taking of any step in relation to the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer or the taking of any analogous step in any jurisdiction other than Bermuda;
“Professional”	means an Entity: (a) employed pursuant to an order of the US Bankruptcy Court in accordance with sections 327 and 1103 of the US Bankruptcy Code and to be compensated for services rendered prior to or on the date on which the Plan is confirmed, pursuant to sections 327, 328, 329, 330 and 331 of the US Bankruptcy Code or (b) awarded compensation and reimbursement by the US Bankruptcy Court pursuant to section 503(b)(4) of the US Bankruptcy Code.

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“Pro Rata”	has the meaning set out in the Plan;
“Provisional Liquidation”	means the provisional liquidation of the Company pursuant to the Provisional Liquidation Order;
“Provisional Liquidation Order”	means the order of the Court dated 16 October 2006 (as amended by any subsequent order of the Court) under which the Joint Provisional Liquidators were appointed in respect of the Company;
“PwC”	means PricewaterhouseCoopers LLP;
“Quota Holdings”	means Quota Holdings Limited, an exempted company incorporated in Bermuda with registered address situate at Canon’s Court, 22 Victoria Street, Hamilton HM EX, Bermuda;
“Record Date”	means 15 October 2006;
“Registrar”	has the meaning set out in Section I of the Explanatory Statement;
“Representatives”	means, all and any of the attorneys, financial advisers, accountants, investment bankers, investment advisers, actuaries, professionals, agents, consultants and other representatives of Released Entities;
“Reorganised SCL”	means SCL or any successor thereto by merger, consolidation or otherwise, on or after the Plan Effective Date;
“Reorganised SCSL”	means SCSL or any successor thereto by merger, consolidation or otherwise, on or after the Plan Effective Date;
“Scheme”	means the scheme of arrangement under section 99 of the Companies Act between the Company and the Scheme Creditors in the form set out in Part II of this document with any modification, addition or condition which the Court may think fit to approve or impose;
“Scheme Adjudicator”	means the individual named in or selected pursuant to the Scheme to resolve disputes between the Scheme Administrators and any Non-Plan Third Party Creditor;
“Scheme Administrators”	means Gareth H. Hughes or Stephen Harris of Ernst & Young LLP and John C. McKenna, or such other person as may be appointed as a Scheme Administrator in accordance with Clause 5.1 of the

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	Scheme;
“Scheme Claim”	means any claim or right to which a Scheme Creditor is or may in any circumstances become entitled to bring or enforce against the Company in respect of or arising from, whether directly or indirectly, the Pension Schemes Indebtedness and/or the Third Party Indebtedness in each case in existence as at the Record Date or to which the Company may become liable after that date by reason of any Liability of the Company incurred before that date;
“Scheme Consideration”	means the entitlement to receive a Distribution under and in accordance with the terms of the Plan;
“Scheme Creditors”	means the Pension Scheme Trustees and the Third Party Creditors and “Scheme Creditor” shall mean any one of them;
“Scheme Meetings”	means the meetings of each Class of Scheme Creditors convened pursuant to an order of the Court to consider and, if thought fit, approve the Scheme and any meetings reconvened following an adjournment thereof;
“SCL”	means Sea Containers Limited, a company incorporated in Bermuda with its registered address at Canon’s Court, 22 Victoria Street, PO Box HM1179, Hamilton, Bermuda;
“SCL Creditors’ Committee”	has the meaning set out in the Plan;
“SCL Unsecured Distribution”	has the meaning set out in the Plan;
“SCSL”	means Sea Containers Services Limited, a company incorporated in England and Wales with registered number 01304720 and registered address 20 Upper Ground, London SE1 9PF, England;
“SCSL Creditors’ Committee”	has the meaning set out in the Plan;
“Section 75 Debt”	means any statutory debt which is or may become due to The Trustees of the Sea Containers 1983 Pension Scheme and/or The Trustees of the Sea Containers 1990 Pension Scheme (as the context requires) under Section 75 of the Pensions Act 1995 of Great Britain (and regulations made thereunder);
“The Trustees of the Sea Containers 1983 Pension Scheme”	means the trustees of the 1983 Pension Scheme from time to time, acting in their capacity as trustees for the 1983 Pension Scheme;

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“The Trustees of the Sea Containers 1990 Pension Scheme”	means the trustees of the 1990 Pension Scheme from time to time, acting in their capacity as trustees for the 1990 Pension Scheme;
“Third Party Creditors”	means together, the Plan Third Party Creditors, the Non-Plan Third Party Creditors and “Third Party Creditor” shall mean any one of them (as the context requires);
“Third Party Indebtedness”	means any and all Liability of the Company to a Third Party Creditor who has: (a) an Allowed Claim under the Plan; or (b) who (i) did not File a timely Claim under the Plan; (ii) notified his Scheme Claim to the Company prior to the Bar Date (being [22 December] 2008); and (iii) who has been permitted to participate in the Scheme by the Scheme Administrators, in whose opinion the failure to File a timely Claim under the Plan was not as a result of wilful default or lack of reasonable diligence (or who has otherwise been permitted to participate in the Scheme by an Order of the Court);
“U.K. Court”	means the High Court of the Justice of England and Wales;
“U.K. Pension Protection Fund”	means 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.
“U.K. Scheme of Arrangement”	has the meaning set out in the Plan;
“United Kingdom” or “U.K.”	means the United Kingdom of Great Britain and Northern Ireland;
“US Bankruptcy Code”	means title 11 of the United States Code, 11 U.S.C. sections 101 et seq., as amended from time to time, to the extent applicable in the Chapter 11 Cases;
“US Bankruptcy Court”	means the United States Bankruptcy Court for the district of Delaware (or such other court with authority over the Chapter 11 Cases);
“US Bankruptcy Rules”	means 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 US Bankruptcy Court;
“US Bar Date”	means 16 July 2007;

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“US Dollars” or “$”	means the lawful currency of the United States of America for the time being;
“United States” or “US”	means the United States of America;
“Voting Form”	means the claim form for voting purposes set out at Appendix II to the Explanatory Statement; and
“Website”	means the website established by the Company in connection with the Scheme having the web address www.bmcgroup.com/scl.

1.1.2Clause and part headings and the index to the Scheme are inserted for convenience of reference only and shall be ignored in the interpretation of the Scheme.

1.1.3In the Scheme, unless the context otherwise requires or otherwise expressly provided for:

(i)references to Clauses, parts, appendices and the Schedules are to be construed as references to the Clauses, the parts, the appendices and the Schedules respectively of the Scheme;

(ii)references to (or to any specified provision of) the Scheme shall be construed as references to the Scheme (or that provision) as in force for the time being and as modified in accordance with the terms of the Scheme;

(iii)words importing the plural shall include the singular and vice versa and words importing one gender shall include all genders;

(iv)references to a person shall be construed as including references to an individual, firm, partnership, company, corporation, unincorporated body of persons, government, any state or any state agency or any association or partnerships (whether or not having separate legal personality) of two or more of the foregoing;

(v)the words “herein”, “hereof” and “hereto” refer to the Scheme in its entirety rather than a particular portion of the Scheme.

1.1.4References to “including” shall be construed as references to “including without limitation” and “include” shall be construed accordingly; and

1.1.5References to any enactment or treaty shall be deemed to include references to such enactment as re-enacted, amended or extended.

1.2The Company

1.2.1The Company was incorporated in Bermuda on 3 June 1974 under the Companies Act.

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1.2.2At the date hereof, the Company has an authorised share capital of US$1,350,000 divided into 60,000,000 Class A Common Shares of US$0.01 each, of which 27,203,203 Class A Common Shares are issued and fully paid-up and the remainder are unissued and 60,000,000 Class B Common Shares of US$0.01 each of which 13,246,012 Class B Common Shares are issued and fully paid up and the remainder are unissued and 15,000,000 preferred shares of US$0.01 each of which none are issued.

1.2.3The Company was formed to carry on the business of leasing cargo containers to ocean carriers and shippers worldwide.  Since the late 1970s, however, the Company has steadily diversified its operations and entered into a wide range of Non-Core Businesses.

1.3Chapter 11 Cases

1.3.1Following a period of financial difficulties and a steady decline in liquidity, on 15 October 2006, the Company and the other Debtors each filed voluntary petitions for relief in the US Bankruptcy Court under chapter 11 of the US Bankruptcy Code.  The Group commenced the Chapter 11 Cases because: (a) they did not have sufficient cash to pay certain obligations that came due on 15 October 2006 and (b) there was a risk that certain creditors might have taken precipitous enforcement actions against the Debtors and their assets, which could have jeopardised the value of the Group as a whole and the Debtors’ ability to successfully reorganize their operations and balance sheet.  In accordance with the US Bankruptcy Code, the Company retained control of its affairs as “debtors in possession” while the Group sought to restructure or refinance itself.  Upon the commencement of the Chapter 11 Cases, as a matter of US bankruptcy law, the Company received the benefit of an automatic stay of all actions and proceedings against it, intended to provide the Group with breathing space to enable it to negotiate with creditors, suppliers and strategic investors.  The appointment of the Joint Provisional Liquidators in Bermuda also created a “moratorium” against claims by Creditors under Bermuda law.

1.3.2The Board has decided, after taking advice from its professional advisers, that, to facilitate a reorganisation of the Company and the other Debtors, the joint plan of reorganisation as filed is preferable to any other alternative considered and it provides for a larger distribution to Creditors than would otherwise result from a liquidation under chapter 7 of the US Bankruptcy Code.  Under chapter 11 of the US Bankruptcy Code, if the Plan satisfies certain legal and technical requirements, is approved by the requisite stakeholders, is confirmed by the US Bankruptcy Court and all conditions precedent to the effectiveness of the Plan are met or waived, it will become effective and therefore binding on the Creditors and each of the Debtors.

1.4Joint Provisional Liquidators

1.4.1In furtherance of the proposed reorganisation and in order to facilitate the implementation of the Plan, the Company applied to the Court by way of ex parte summons for the appointment of the Joint Provisional Liquidators.  On 16 October 2006, Gareth H. Hughes of Ernst & Young LLP in the U.K. and

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John C. McKenna, in Bermuda, were appointed as Joint Provisional Liquidators on terms that allowed the directors to continue in office subject to ongoing monitoring by the Joint Provisional Liquidators pursuant to the order appointing them.  Under the terms of the Provisional Liquidation Order, the Board has the sole right to control and direct the Company’s affairs, subject to monitoring by the Joint Provisional Liquidators.

1.4.2The initial aim was not for the Joint Provisional Liquidators to take control of the Company (or for that matter the other companies in the Group) with a view to effecting a liquidation.  Rather, it was envisaged that in accordance with US Bankruptcy laws, the management of the Company should retain their power to manage the Company’s affairs as debtors in possession in the Chapter 11 Cases, subject to ongoing monitoring of the Joint Provisional Liquidators, pursuant to the order appointing them.  The Court sanctioned this approach at the time the application was made for the appointment of the Joint Provisional Liquidators.

1.4.3The Joint Provisional Liquidators perform their monitoring role mainly through discussion with senior management and monitoring the business performance of the Company.

1.4.4The Joint Provisional Liquidators, pursuant to the order appointing them, have reviewed the Plan and the Scheme.  They understand the Board seeks to facilitate the reorganisation of the Company and the other Debtors under chapter 11 of the US Bankruptcy Code by proposing a scheme of arrangement under section 99 of the Companies Act in respect of the Company.  The Joint Provisional Liquidators intend to undertake the roles envisaged for the Scheme Administrators and will use all reasonable endeavours to give effect to the provisions of the Scheme and in doing so implement the provisions of the Plan through the Scheme.  The purpose of the Scheme is to facilitate a reorganisation of the Company in accordance with the Plan.

1.5Chapter 11 Plan

Pursuant to the foregoing proceedings, on 22 September 2008 the US Bankruptcy Court approved the Disclosure Statement.  The Plan, which may be modified and amended until the Plan Effective Date, setting out the terms of the Debtors’ proposed reorganisation.  The principal objective of the Chapter 11 Cases is the consummation of the confirmed Plan by the US Bankruptcy Court which will bind the Company, any person acquiring property under the Plan, any Creditor or equity interest holder of the Company, and any other person or entity as may be ordered by the US Bankruptcy Court in accordance with the applicable provisions of the US Bankruptcy Code.

1.5.1If you are a Scheme Creditor who would be deemed to have a claim in the Scheme or would otherwise be subject to the Scheme, you will be entitled to attend and (provided your Scheme Claim is allowed for voting purposes) vote at the relevant Scheme Meeting to consider and, if thought fit, approve the Scheme.  There will be a meeting for each Class of Scheme Creditors and each Class will vote separately.  The Scheme will require the requisite majority approval of each such Class and will fail unless the approval of each Class is obtained.  Creditors with Allowed Claims that are impaired by the Plan and

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have been admitted for voting purposes in the Plan may vote on both the Scheme and the Plan.  There will therefore be separate votes, one on the Scheme, and the other on the Plan.  In order to assist Creditors who are entitled to vote in both the Plan and the Scheme, the Company has prepared the Plan Ballot, which will constitute both a vote on the Plan and a proxy, in favour of the Chairman, in respect of the Scheme.  This is designed to simplify the process of voting for Creditors.  Creditors who want their claims to be admitted for voting purposes in the Scheme only or who wish to exercise their vote in a way not contemplated by the Plan Ballot are invited to contact the Company and will be provided with a special proxy form to vote at the relevant Scheme Meeting.  Non-Plan Third Party Creditors, who do not have an Allowed Claim under the Plan and whose failure is not, in the opinion of the Chairman, as a result of wilful default or lack of reasonable diligence (or who are otherwise permitted to vote by an order of the Court) will be entitled to vote on the Scheme using the Form of Proxy and Voting Form attached at Appendix I and Appendix II of the Explanatory Statement.

1.5.2It is a condition of the Plan that it will not be consummated until the Scheme has been approved and sanctioned and the formalities relating to the Order have been complied with.  Similarly, the Scheme will not become Effective unless the Plan has been confirmed.  Creditors under the Scheme will receive the same treatment they would have received under the Plan.

1.5.3Within 7 days of the Effective Date, the Scheme Administrators shall place a notice on the Website that the Scheme is effective and make available for downloading a blank Claim Form for all Non-Plan Third Party Creditors whose failure to File a Claim in the Plan was not, in the opinion of the Scheme Administrators, a result of wilful default or lack of reasonable diligence. In addition, the Company will also place advertisements on [•] November 2008 calling for Non-Plan Third Party Creditors, whose failure to File a claim in the Plan was not, in the opinion of the Scheme Administrators, as a result of wilful default or lack of reasonable diligence to complete and return Claim Forms, in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International).  Additional copies of the Claim Form will also be available for download from the Website.  Those Scheme Creditors who have an Allowed Claim under the Plan will be deemed to participate in the Scheme for the same amount as that Allowed Claim.

1.5.4In the event of conflict between the Plan and the Scheme, the Plan shall prevail.

1.6Pension Schemes Settlement

1.6.1On 8 June 2006, the Company withdrew as a Participating Employer under the 1983 Pension Scheme.  Pursuant to such withdrawal, a Section 75 Debt is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme.

1.6.2On 5 February 2008, the Pensions Regulator issued Financial Support Directions against the Company in respect of the SCSL’s liabilities to the

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Pension Schemes under section 75 of the Pensions Act and requiring the Company to put in place financial support in respect of those liabilities.

1.6.3Further to the Financial Support Directions and following extensive negotiations between the parties, in early February 2008, the Company, SCSL and the Pension Scheme Trustees entered into the Pension Schemes Settlement Agreement pursuant to which and subject to its terms, the parties agreed (among other things) that:

(i)general unsecured claims of the Pension Scheme Trustees totalling US$194 million would be allowed against the Company for all purposes in the Chapter 11 Cases;

(ii)the Pension Schemes would have Allowed Administrative Claims totaling US$5 million to be paid in cash within three days of entry of an order approving the Pension Schemes Settlement Agreement;

(iii)the amount, if any, of any Allowed Equalisation Claim (as defined in the Pension Schemes Settlement Agreement)  would be added to and become part of the allowed Pension Schemes’ general unsecured claims; and

(iv)the Pensions Scheme Trustees claims against the Company (among others) would be extinguished and discharged, provided that, unless waived by the Pension Scheme Trustees, any Section 75 Debt due from the Company (among others) to the Pension Scheme Trustees would be resolved by the entry into legally enforceable agreements with the Pension Scheme Trustees, as part of an arrangement under part 26 of the U.K. Companies Act 2006, in order to ensure the Pension Schemes’ continued eligibility for the U.K. Pension Protection Fund.

1.6.4Modification or Amendment of the Pension Schemes Settlement Agreement:  Notwithstanding the US Bankruptcy Court’s approval of the Pension Schemes Settlement Agreement: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and (c) 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: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and (c) 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 US$194 million by an amount of up to US$13

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million (i.e., to a reduced amount of claim in an amount no less than US$181 million);

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

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

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

then all Scheme Creditors entitled to vote who vote to accept the Plan and approve the Scheme, shall be deemed to have also accepted prospective modifications to the Plan and the Scheme that give effect to the foregoing modified or amended terms of the Pension Schemes Settlement Agreement.  To the extent that: (a) the SCSL Creditors’ Committee and the Pension Scheme Trustees; (b) the SCL Creditors’ Committee; and (c) 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: (x) a vote to accept the Plan and approve the Scheme shall constitute a vote to accept the Plan and approve the Scheme as so modified; and (y) the entry of the Confirmation Order shall constitute the US Bankruptcy Court’s approval of such compromise or settlement pursuant to section 363 of the US Bankruptcy Code and US Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the US Bankruptcy Court.

1.6.5By paragraph (2) of Regulation 2 of the U.K. Pension Protection Fund (Entry Rules) Regulations 2005, subject to limited exceptions, an occupational pension scheme which would otherwise be an eligible scheme for the purposes of the U.K. Pension Protection Fund (being a statutory body established to provide compensation to members of underfunded pension schemes whose employers have become insolvent) shall not be an eligible scheme where at any time the trustees or managers of that scheme enter into a legally enforceable agreement the effect of which is to reduce the amount of any debt due to the scheme under section 75 of the Pensions Act.  The Pensions Regulator has indicated that it will not approve any form of financial support which would prejudice the eligibility of the Pension Schemes to the U.K. Pension Protection Fund.

1.6.6In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme. 

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However, subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will:

(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

(ii)be preserved in full.  If the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

1.6.7Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

1.6.8On 18 February 2008, the Debtors filed a motion to approve the Pension Schemes Settlement Agreement.  This was contested and a contested hearing was held by the US Bankruptcy Court on 28 and 29 May and 6 June 2008.  The US Bankruptcy Court entered an order approving the Pension Schemes Settlement Agreement on 19 September 2008.

1.7Effect of Scheme

1.7.1The Scheme effects the compromise and settlement of certain claims of the Pension Scheme Trustees and Third Party Creditors against the Company. The Pension Scheme Trustees and Third Party Creditors respectively form separate Classes for the purposes of the Scheme.

1.7.2For the avoidance of doubt and in order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of, The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will:

(i)subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or

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(ii)be preserved in full.  If the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

1.7.3Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

1.8Conditions to Effectiveness of the Scheme

The Scheme will become effective and legally binding on the Company and the Scheme Creditors in accordance with its terms (“Effective”) if:

(i)a majority in number representing 75 per cent. in value of the Scheme Creditors of each Class present and voting either in person or by proxy at the meeting for each Class of Scheme Claim ordered to be summoned by the Court agrees to the arrangement; and

(ii)the arrangement is sanctioned by an Order; and

(iii)the Plan has been confirmed by the US Bankruptcy Court; and

(iv)a copy of the Order is delivered to the Registrar.

1.9Parties other than the Company and Scheme Creditors

1.9.1The Scheme Administrators have each given and not withdrawn their consent to act as the Scheme Administrators from the Effective Date.  The duties and functions conferred on the Scheme Administrators by the Scheme are set out in Clause 5.1.

1.9.2Samuel A. Haubold has given and not withdrawn his consent to act as the Scheme Adjudicator from the Effective Date.  The duties and functions conferred on the Scheme Adjudicators by the Scheme are set out in Clause.

1.9.3BMC Group, Inc. has given and not withdrawn its consent to act as the Claims and Solicitation Agent from the Effective Date.

1.9.4Each of Robert M. Riggs, John D. Campbell, W. Murray Grindrod, Charles N.C. Sherwood and Michael J. L. Stracey has given and not withdrawn his consent to continue to act as a director of the Company from the Effective Date.

1.10Pension Scheme Trustees and the Scheme

The Allowed Pension Schemes Unsecured Claims shall be deemed to be submitted to and allowed under the Scheme in the same amount as is set out in the Plan.

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1.11Third Party Creditors and the Scheme

The Claims of Plan Third Party Creditors that have been Allowed under the Plan shall be deemed to be submitted to the Scheme in the same amount as such Allowed Claim (as creditors of the Company in respect of Third Party Indebtedness). Non-Plan Third Party Creditors (as creditors of the Company in respect of Third Party Indebtedness) shall be required to submit their Scheme Claims in respect of Third Party Indebtedness to the Company in accordance with Clause 4.

1.12Interest

Unless otherwise specifically provided for in the Plan or the Scheme or agreed to in a written agreement between the Company and a Scheme Creditor, interest shall not accrue or be paid on Scheme Claims, and no Scheme Creditor shall be entitled to interest accruing on or after 15 October 2006 (being the date on which the Company filed a voluntary petition for relief in the US Bankruptcy Court under chapter 11 of the US Bankruptcy Code) on any Scheme Claim.

1.13Preferential Claims

Under the Scheme and the Plan, claims will be paid in full if they have priority under the Plan or if they would have been preferential in a Bermudian compulsory liquidation as if the Company were in liquidation from 16 October 2006.  The only known preferential claims against the Company are those held by the Joint Provisional Liquidators for their costs and expenses.  These claims are being settled under and in accordance with the terms of the Plan.

1.14Set-off

The Scheme Administrators have the right, in respect of Scheme Claims by Non-Plan Third Party Creditors, to set-off cross-claims between the Debtors and the Scheme Creditors in accordance with section 553 of the US Bankruptcy Code with effect from 15 October 2006 (being the date on which the Company filed a voluntary petition for relief in the US Bankruptcy Court under chapter 11 of the US Bankruptcy Code) provided, however, that the failure to effect such a set-off does not constitute a waiver or release by the Scheme Administrators of any such cross-claims that the Debtors may possess against such Scheme Creditor.  For the avoidance of doubt, the Scheme Administrators’ foregoing right of set-off shall not apply to the Allowed Pension Schemes Unsecured Claims or the Allowed Equalisation Claim, except to the extent that the Pension Scheme Trustees recover value from Participating Employers in circumstances where the Allowed Pension Schemes Unsecured Claims are expressly reduced under the Plan.

1.15Currency Conversion

For the purpose of determining the amount of value of any set-off or counterclaim in relation to a Scheme Claim where that set-off or counterclaim is expressed in a currency other than the currency in which the relevant Scheme Claim has been or may be incurred, the amount or value of set-off or counterclaim shall be converted as at the Record Date into the currency of the Scheme Claim.  The rate of any currency conversion shall be the exchange rate as of the Record Date, as quote at 4.00 p.m.

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(EDT) as the mid spot rate of exchange for the applicable currency as published in the Wall Street Journal National Edition, on 17 October 2006.

1.16Objects of the Scheme

1.16.1The purpose of the Scheme is:

(i)to constitute a compromise and arrangement between the Company and the Scheme Creditors by: (a) the Scheme Creditors exchanging their Scheme Claims for the Scheme Consideration; and (b) providing full and effective releases of all of the Liabilities of the Company in respect of Scheme Claims; and

(ii)to facilitate a reorganisation and restructuring of the Company in a coordinated manner with the Plan.  Coordination of the Scheme with the Plan is crucial to ensure fair treatment of Creditors between the Chapter 11 Cases and the Bermuda Proceedings.  Without coordination there would be no assurance that comparable creditors would be treated in a similar manner.  Failure to coordinate the Bermuda Proceedings and the Chapter 11 Cases would increase the complexity and cost of any reorganisation and delay and potentially reduce the distributions to Creditors under the Scheme and the Plan.

1.16.2In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective the Section 75 Debt, which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme, will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

1.16.3Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

1.16.4The terms of the Plan, insofar as they are relevant to the Company, are incorporated mutatis mutandis into the Scheme to ensure that the Non-Plan Third Party Creditors are bound by all the terms of the Plan even though they may not be subject to the jurisdiction of the US Bankruptcy Court.

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1.16.5In the event of conflict between the Plan and the terms of the Scheme, the Plan shall prevail.

2.THE TRANSFER

2.1Reorganisation of the Company and transfer of assets

The Company, Quota Holdings and Newco will enter into a business transfer agreement pursuant to which and subject to its terms, the Company and Quota Holdings will agree, conditional upon the Scheme being approved by the Court, and the Plan being confirmed by the US Bankruptcy Court, to transfer all of their respective rights, title and interest in the Container Interests to Newco in accordance with and as set out under the Plan.

2.2Transaction Documents

Pursuant to, and in accordance with, the terms of the transaction documents, on or before the Plan Effective Date, the Debtors and Newco will execute, amend and file any transaction documents (including, without limitation, the Newco Memorandum of Association and its bye-laws) and take any other action which is necessary to effectuate or consummate the transactions contemplated by the transaction documents.  Without limiting the foregoing, on the Plan Effective Date and in accordance with the terms and conditions of the business transfer agreement approximately 740 million shares of Newco Equity shall be issued and Distributions thereof shall be managed by the Plan Administrator on behalf of Newco and the Company.

3.THE SCHEME

3.1Application of the Scheme

3.1.1The compromise and arrangement effected by the Scheme will apply to all Scheme Claims and shall be binding on all Scheme Creditors.  In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

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3.1.2Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

3.1.3The rights of Scheme Creditors under this Scheme shall be accepted by them in full and final settlement of all Scheme Claims.

3.1.4Payment to a Scheme Creditor of its final Distribution shall discharge the corresponding Scheme Claim in full and thereafter the Company shall have no further liability in respect thereof.

3.1.5The Scheme shall become Effective from the Effective Date.

3.2Moratorium

3.2.1Upon and with effect from the Effective Date, no Scheme Creditor shall be entitled to take, commence or continue any Proceeding in any jurisdiction whatsoever in respect of, arising from or relating to any Scheme Claim.

3.2.2If, and to the extent that, a Scheme Creditor obtains against the Company or its property in relation to a Scheme Claim an order, judgment, decision or award of a court or tribunal in contravention of Clause 3.2.1, such order, judgment, decision or award shall not give rise to a Scheme Claim.

3.2.3Nothing in this Clause 3.2 shall prejudice the enforcement by a Scheme Creditor of his rights under the Scheme or preclude a Scheme Creditor or the Company from applying to the Court to determine any matter arising under or in relation to the Scheme.

3.2.4Nothing in the Scheme shall preclude the Company from taking, commencing or continuing any Proceeding against a Scheme Creditor or their property.

3.3Assignments

3.3.1The Scheme Administrators shall be under no obligation to recognise any assignment or transfer of Scheme Claims after the Bar Date for the purposes of determining entitlements under the Scheme, provided that where the Scheme Administrators have received from the relevant parties in writing notice of such assignment or transfer, the Scheme Administrators may, in their sole discretion and subject to the production of such other evidence as they may require and to any other terms and conditions which they may consider necessary or desirable, agree to recognise such assignment or transfer for the purposes of determining entitlements under the Scheme.  Any assignee or transferee of a Scheme Claim so recognised shall be bound by the terms of the Scheme and for the purposes of the Scheme be a Scheme Creditor.

3.4Release

3.4.1Pursuant to the terms of this Scheme, each of the Scheme Creditors hereby authorises any one of the Scheme Administrators (acting alone) to enter into,

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execute and deliver as a deed on behalf of each such Scheme Creditor, on the Plan Effective Date, the Deed of Release in substantially the form set out at Schedule 1 between Scheme Creditors and the Scheme Administrators on the one hand and each SCL Party, the SCL Representatives, each of the Released Entities and their Representatives and the Released Parties on the other, pursuant to which (and to the fullest extent permitted as a matter of law) the Scheme Creditors will, subject to Clauses 3.4.2, 3.4.3 and 3.4.4 below, with effect from the Plan Effective Date, irrevocably and unconditionally waive and release:

(i)the Company and its subsidiaries (each, an “SCL Party”);

(ii)the Joint Provisional Liquidators in their capacity as such;

(iii)the Creditors’ Committees and 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 (together with the Joint Provisional Liquidators, the “Released Entities”);

(iv)the DIP Lenders in their capacity as such;

(v)GE SeaCo and the GE SeaCo Quotaholders (except as to continuing obligations under the GE Master Transaction Agreement);

(vi)the Pension Scheme Trustees (subsections (iv) through (vi) referred to as the “Released Parties”);

(vii)the Representatives of the Joint Provisional Liquidators in their capacity as such;

(viii)the Representatives of the Creditors’ Committees in connection with services provided to such parties in their capacity as Creditors or as members of the Creditor’s Committees; and

(ix)each of the directors, agents, officers, employees, professional advisers (including the Joint Provisional Liquidators), attorneys, financial advisers, investment bankers, investment advisers, actuaries, consultants and other representatives of the SCL Parties (together the “SCL Representatives”),

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 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 Schemes, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan or the Scheme, the restructuring of claims and interests prior to the Chapter 11 Cases, the negotiations, formulation, or preparation of

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the Plan or, the Scheme or related agreements, instruments, or other documents.

3.4.2Notwithstanding the foregoing, the Deed of Release shall not operate to release: (i) Reorganised SCL’s or Newco’s rights to enforce obligations, or the rights of creditors to enforce Reorganised SCL’s or Newco’s obligations, under the Plan or the Scheme and the contracts, instruments, releases, agreements, and documents delivered thereunder; (ii) any claims, obligations, causes of action, or liabilities based on or relating to, or in any manner arising from, any act or omission of any adviser (including, but not limited to actuaries, attorneys, professional advisers 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 15 October 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalisation Claim, the potential Equalisation-Related Employee Claims, Equalisation 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 Equalisation Claims and the potential Equalisation Related Employee Claims; (iii) any claims, obligations, causes of action, or liabilities held by any of the SCL Parties, Released Entities and Released Parties against its own advisers (including, but not limited to, actuaries, attorneys, professional advisers, financial advisers, and consultants); (iv) Seacat Scotland Guernsey Limited and/or Sea Containers Ferries Scotland Limited in respect of a Section 75 Debt which is or may become due to the 1990 Pension Scheme nor shall anything in this Scheme or the Deed of Release constitute a legally enforceable agreement the effect of which is to reduce the amount any Section 75 which may be recovered by or on behalf of the 1990 Pension Scheme Trustees from such companies; and (v) any Section 75 Debt which is or may become due to one or more of the Pension Scheme Trustees from a non-Affiliate Participating Employer, nor shall anything in this Scheme or the Deed of Release constitute a legally enforceable agreement, the effect of which is to reduce the amount of any Section 75 Debt which may be recovered by or on behalf of the Pension Scheme Trustees from any such company.

3.4.3Additionally, as to the Deed of Release: (a) solely as between and among the SCL Parties (as defined in the GE Mutual Release Agreement), on the one hand, and each of the GECC Parties and the GE SeaCo Parties (as such terms are defined in the GE Mutual Release Agreement) 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 the settlement and release provisions in this Scheme and the GE Mutual Release Agreement, the GE Mutual Release Agreement shall govern and control; and (b) the releases set forth in the Scheme shall not cause the release by any of the GECC Parties and the GE SeaCo Parties (as defined in the GE Mutual Release Agreement) 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

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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, this Scheme, the SCSL’s Scheme of Arrangement, or related agreements, instruments, or other documents.

3.4.4The Deed of Release shall also not operate to waive or release any Section 75 Debt unless and until the consideration necessary to discharge such a debt (as provided by the Plan, the U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise) has been paid or transferred to the Pension Scheme Trustees and each of the Plan, the U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise has become effective and, without prejudice to the foregoing, any waiver or release in the Deed of Release is limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

3.5Restructuring Steps

The required restructuring steps to be undertaken are as follows:

3.5.1Formation of Newco:  Prior to the Plan 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 Bermuda exempted company.  The specific formation documents with respect to Newco shall be included in the Plan Supplement.

3.5.2Issuance of Newco Equity:  On or before the Plan Effective Date, Newco shall issue all Newco Equity, notes, instruments, Certificates and other documents required to be issued pursuant to the Plan and the Scheme.  Distributions shall be managed by the Plan Administrator on behalf of Newco and the Company.  The Plan Administrator shall be authorised, 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 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 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 under the Plan, the applicable Holders will be required to provide the Plan Administrator with Account Instructions.  Upon the issuance of the Newco Equity to the Depository pursuant to the terms of the Account Instructions and Article IVB.2 of the Plan, such Newco Equity shall be deemed to have been distributed to the applicable Holder.

3.5.3Transfer of the Container Interests to Newco:  Subsequent to the formation of Newco and the issuance of Newco Equity by the Company, on the Plan Effective Date, pursuant to the Business Transfer Agreement and in

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accordance with section 1123(a)(5)(B) of the US Bankruptcy Code, the Debtors will transfer and assign all rights, title and interests in the Container Interests to Newco in accordance with the terms of the Plan.  Except as expressly provided herein or 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..

3.6Time Limits

The Scheme Administrators may, at their absolute discretion, extend any time period (except the Bar Date) referred to in the Scheme (save for any time period in Clause 4.10 which shall be extended at the sole discretion of the Scheme Adjudicator).  The power to extend time periods under this Clause 3.6 may be exercised for any one or more Scheme Creditors or for all Scheme Creditors and time may be extended under this Clause 3.6 in respect of any one or more Scheme Claims.

4.SCHEME CLAIMS AND PROCEDURE FOR DISTRIBUTIONS

4.1Classes of Claims

4.1.1The Scheme effects the compromise and settlement of Scheme Claims against the Company.  The Scheme Claims of the Pension Scheme Trustees form one Class and the Scheme Claims of the Third Party Creditors form another for the purposes of the Scheme.

4.1.2In order to ensure the continued eligibility of the 1983 Pension Scheme for the U.K. Pension Protection Fund, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will not be compromised, released, waived or discharged by the Scheme and nothing in the Scheme shall constitute a legally enforceable agreement the effect of which is to reduce the amount of that debt which may be recovered by, or on behalf of The Trustees of the Sea Containers 1983 Pension Scheme.  However, subsequent to the Scheme becoming Effective, the Section 75 Debt which is due from the Company to The Trustees of the Sea Containers 1983 Pension Scheme will: (a) subject always to satisfaction of the conditions under the 1983 Scheme Deed of Compromise and the payment of US$1 by the Company or Reorganised SCL, be compromised, released and discharged for the sum of US$1 which shall be paid by the Company or Reorganised SCL; or (b) will be preserved in full.  Where (b) applies, if the Plan becomes effective, The Trustees of the Sea Containers 1983 Pension Scheme shall appropriate the Distributions received by them under the Plan in order to satisfy the Section 75 Debt in full.

4.1.3Without prejudice to the foregoing, the releases, compromises, settlements, discharges and waivers in the Scheme are limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

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4.1.4Set forth below are the classes of Claims subject to the Scheme.  A Claim falls within a class for Distribution purposes only to the extent that such Claim is an Admitted Scheme Claim and has not otherwise been paid, released, withdrawn or settled prior to the Effective Date.

4.2Classes

4.2.1the Scheme Claims of Pension Scheme Trustees; and

4.2.2the Scheme Claims of Third Party Creditors.

4.3Valuation

The amount of each Scheme Claim shall be valued as at the Record Date in accordance with and subject to the terms of the Scheme.

4.4Distribution of Claim Forms

4.4.1The Scheme Administrators shall, within 7 days of the Effective Date, place on the Website and make available by way of download, a blank Claim Form and distribute the same to each known Non-Plan Third Party Creditor to such address as the Scheme Administrators have for that Non-Plan Third Party Creditor according to the database of Scheme Creditors prepared by the Company for the purpose of the Scheme. A blank Claim Form may also, at the discretion of the Scheme Administrators, be sent by Post to any Non-Plan Third Party Creditor whose identity and contact details are provided to the Scheme Administrators after the Effective Date but before the Bar Date, within 5 days of them becoming aware of such person, but where practicable in any event before the Bar Date.

4.4.2The Scheme Administrators shall also within 7 days of the Effective Date cause to be published in the same newspapers and publications in which notice of the Scheme Meetings was advertised an advertisement giving notice that the Scheme has become Effective, giving details of the Website and providing an address from which blank Claim Forms may be obtained.  That notice shall also call for all Non-Plan Third Party Creditors to complete and return their completed Claim Forms to the Scheme Administrators by the Bar Date and remind Non-Plan Third Party Creditors of the consequences of a failure to do so.

4.4.3Neither the Company nor the Scheme Administrators shall have any duty or obligation whatsoever to advise or inform a Scheme Creditor or its advisers, whether on a Claim Form or otherwise, of reserves made or held or potential Liabilities estimated or anticipated by the Company in respect of Scheme Claims.

4.5Claim Forms must be completed and returned to the Scheme Administrators  by the Bar Date

4.5.1In order to make a claim under the Scheme, each Non-Plan Third Party Creditor whose failure to File a Claim in the Plan was not, in the opinion of the Scheme Administrators, as a result of wilful default or lack of reasonable

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diligence must (i) provide estimates of any Scheme Claims which it wishes to claim by completing and returning to the Scheme Administrators a Claim Form in accordance with the instructions on the Claim Form; and (ii) provide the Scheme Administrators with the information and documentation in support of its Scheme Claim and in support of its eligibility as a Non-Plan Third Party Creditor.  Each Non-Plan Third Party Creditor shall also provide details in its Claim Form of any amounts owing by that Non-Plan Third Party Creditor to the Company.  Completed Claim Forms and supporting information and documentation must be returned to the Scheme Administrators at the Scheme Administrators’ address given in the Claim Form. Completed Claim Forms and supporting information and documentation must be received by the Scheme Administrators  by the Bar Date.

4.5.2A Non-Plan Third Party Creditor shall be entitled to submit an amended or replacement Claim Form provided that any amended or replacement Claim Form is received by the Scheme Administrators by the Bar Date.  In the event that the Scheme Administrators receive more than one Claim Form from a Non-Plan Third Party Creditor in relation to the same Scheme Claim, the last to be actually submitted by the Non-Plan Third Party Creditor and received by the Scheme Administrators prior to the Bar Date, shall prevail.

4.5.3Subject to Clause 4.7.3, a Non-Plan Third Party Creditor which has submitted a completed Claim Form to the Scheme Administrators by the Bar Date shall have no right to submit further information or documentation in support of its Scheme Claim to the Scheme Administrators unless any such further information or documentation is:

(i)received by the Scheme Administrators by the Bar Date; or

(ii)submitted by the Non-Plan Third Party Creditor pursuant to an express request from the Scheme Administrators or the Scheme Adjudicator (as the case may be) or pursuant to such a right expressly given to the Non-Plan Third Party Creditor in Clause 4.7.3 or Clause 4.10.

4.6Consequences of failure to return a Claim Form by the Bar Date

4.6.1Subject to the provisions of this Clause 4.6.1 as to deemed payment, no Scheme Creditor shall be entitled to Scheme Consideration in respect of a Scheme Claim unless the Scheme Administrators have received notice of that Scheme Claim either: (a) on a Claim Form; or (b) with respect to Scheme Claims submitted under the Plan: (i) proof of such claim was timely Filed by the US Bar Date or Employee Bar Date, as applicable (or is a claim that by the US Bankruptcy Code or a US Bankruptcy Court order is not or shall not be required to be filed) and such Claim is Allowed; (ii) such Claim was listed in the Schedules as of the Plan Effective Date as not disputed, not contingent, and not unliquidated, and for which no proof of claim was timely Filed; or (iii) such claim was Allowed pursuant to the Plan or a final order of the US Bankruptcy Court, together with, to the extent applicable, the documentation and information which are required in accordance with Clause 4.5, before the Bar Date.  Any Scheme Claim not so notified shall be valued at nil and shall be deemed to have been paid in full by the Company.  The provisions of

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Clause 3.4 shall apply to any such deemed payment so that the Company shall have no further obligation or liability whatsoever in respect of that Scheme Claim whether under the Scheme or otherwise.  Any amounts owing to the Company by any Scheme Creditor whose Scheme Claim is valued at nil shall continue to be payable in full to the Company and shall be paid in full on their due date for payment.

4.6.2The Scheme Administrators will as soon as reasonably practicable inform any Non-Plan Third Party Creditor whose Claim Form is received by the Scheme Administrators  after the Bar Date that its Scheme Claim has been valued at nil and deemed to have been paid in full under the Scheme.

4.7Review of Claim Forms and admission of Scheme Claims from Non-Plan Third Party Creditors by the Scheme Administrators (see the Flow Chart at Appendix III to the Explanatory Statement)

4.7.1Each completed Claim Form and supporting information and documentation which is received by the Scheme Administrators from a Non-Plan Third Party Creditor by the Bar Date shall be reviewed by the Scheme Administrators, such review shall include (without limitation) consideration of whether:

(i)details of the Scheme Claim are correct and/or are adequately supported by any information and documentation submitted with the Claim Form;

(ii)the contents of the completed Claim Form and any supporting information and documentation in fact give rise to any Scheme Claim;

(iii)the entity submitting the Claim Form is eligible to do so (i.e., its failure to File a timely Claim in the Chapter 11 Cases was not the result of its wilful default or lack of reasonable diligence (or it is otherwise permitted to submit a Claim in the Scheme by an order of the Court) );

(iv)details of estimates of Scheme Claims are accurate and/or are supported by any information and documentation and/or are reasonable in the context of the Company’s own estimates; and

(v)there is any Liability of the Non-Plan Third Party Creditor to the Company to which Clause 1.14 applies and, if so, what value should be placed on such Liability for the purpose of Clause 1.14.

4.7.2If and to the extent that after the review by the Scheme Administrators referred to in Clause 4.7.1, the Scheme Administrators agree with the values and/or estimates provided by a Non-Plan Third Party Creditor in respect of its Scheme Claim as set out in its completed Claim Form, the Scheme Administrators shall notify that Non-Plan Third Party Creditor in writing of their agreement as soon as reasonably practicable thereafter stating which Scheme Claim is so admitted.  The Company and the relevant Non-Plan Third Party Creditor will as at the date of such notification be bound by the matters referred to in such notification and in the Claim Form as to that Scheme Claim which is admitted.

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4.7.3If and to the extent that after such review the Scheme Administrators: (a) do not agree with the values and/or estimates provided by a Non-Plan Third Party Creditor in its completed Claim Form in respect of its Scheme Claim; (b) do not agree with, accept or consider adequate the information and documentation provided by a Non-Plan Third Party Creditor in support of its Claim Form; or (c) do not agree that the entity submitting the Claim is eligible to do so, they shall as soon as reasonably practicable notify the relevant Non-Plan Third Party Creditor of the Scheme Claim which is not agreed, specifying the documentation or information with which it does not agree, accept or consider adequate and whether it requires further information or documents. The relevant Non-Plan Third Party Creditor shall (at its expense) provide the Scheme Administrators with such additional information or documentation as may be so requested by the Scheme Administrators and/or may provide such additional information as it may have to the Scheme Administrators which it considers support that part of its Scheme Claim that is not agreed and/or which it considers may assist the Scheme Administrators, in either case within 7 days of the date of such notice.

4.7.4The Scheme Administrators and the relevant Non-Plan Third Party Creditor shall endeavour to agree any Scheme Claims which have not been agreed by the Scheme Administrators under Clause 4.7.2 and to deal with any other matters which the Scheme Administrators may have notified to the Non-Plan Third Party Creditor pursuant to Clause 4.7.3.  If after the provision to the Scheme Administrators of information and documents referred to in Clause 4.7.3 the Scheme Administrators are able to agree the relevant Scheme Claim, they shall notify the Non-Plan Third Party Creditor in accordance with the provisions of Clause 4.7.2 which provisions shall then apply to those Scheme Claims which have been agreed.

4.7.5If a Non-Plan Third Party Creditor fails to provide any additional information or documentation pursuant to Clause 4.7.3, the Scheme Administrators shall be entitled to make such determination as they see fit (whether without limitation as to the existence and or amount of any Scheme Claim) on the basis of any information then available to them, which determination shall be notified to the Non-Plan Third Party Creditor.  Unless the Non-Plan Third Party Creditor objects to such determination by notice in writing to the Scheme Administrators within 7 days of the date of such notice, the amount determined by the Scheme Administrators as being due in respect of the relevant Scheme Claim shall be the amount of that Scheme Claim.

4.7.6Without prejudice to Clause 4.7.7, if despite having complied with Clause 4.7.4 any Scheme Claims of the relevant Non-Plan Third Party Creditor are still not agreed or any matters notified by the Scheme Administrators to the Non-Plan Third Party Creditor are still unresolved (including without limitation issues relating to quantum, contractual construction or other legal issues) or if a Non-Plan Third Party Creditor objects to a notice received by it pursuant to Clause 4.7.5, the Scheme Administrators will refer any such Scheme Claim and such matters to the Scheme Adjudicator by notice to be dealt with in accordance with Clause 4.10.

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4.7.7If after having notified the Non-Plan Third Party Creditor under Clause 4.7.3, the Scheme Administrators believe that agreement cannot be reached with the Non-Plan Third Party Creditor on any matter in that Non-Plan Third Party Creditor’s completed Claim Form (including without limitation matters relating to quantum or other legal issues), the Scheme Administrators may refer any such matter to the Scheme Adjudicator by notice to be dealt with in accordance with Clause 4.10.

4.7.8The Scheme Administrators shall accept and admit those Scheme Claims which are Admitted Scheme Claims for the purposes of calculating the entitlement of each Non-Plan Third Party Creditor to Scheme Consideration in accordance with this Part II.

4.8Entitlement to Scheme Consideration

4.8.1No Distributions shall be made by the Plan Administrator to a Scheme Creditor after the Bar Date until all Scheme Claims of that Scheme Creditor have been agreed or determined under the Scheme pursuant to Clause 4.  Subject to Clauses 4.7 and 4.8.2, the aggregate amount of a Scheme Claim which has been agreed or determined in accordance with Clause 4, less the aggregate amount of any sums owed to the Company by that Scheme Creditor available for set-off in accordance with Clause 1.14 and any other deductions from that Scheme Claim required to be made in accordance with the Scheme or applicable law shall be the amount of that Scheme Creditor’s Admitted Scheme Claim.

4.8.2Where the aggregate amount of a Scheme Claim which has been agreed or determined in accordance with Clause 4 is exceeded by the aggregate amount of sums owed by that Scheme Creditor to the Company available to be set-off in accordance with Clause 1.14 and any other deductions from a Scheme Claim made in accordance with the Scheme, the net amount of such excess arising after set-off under Clause 1.14 and any such deductions shall be paid forthwith by that Scheme Creditor to the Company.

4.8.3All Distributions will be made pursuant to Article IX of the Plan.  The Scheme Administrators will advise the Plan Administrator of each Non-Plan Third Party Creditor that has an Admitted Scheme Claim and the Plan Administrator will make provision for such Non-Plan Third Party Creditor to receive a Distribution under and in accordance with the terms of the Plan.  Non-Plan Third Party Creditors with Admitted Scheme Claims will be entitled to the same Distributions as Plan Third Party Creditors in the same Class, which will be made at the same time as distributions under the Plan.

4.8.4It is anticipated that distributions to Scheme Creditors under and in accordance with the terms of the Plan and the Scheme in respect of Admitted Scheme Claims will commence during January 2009.

4.8.5If the conditions under the 1983 Scheme Deed of Compromise are satisfied, the Company or Reorganised SCL shall pay to The Trustees of the Sea Containers 1983 Pension Scheme the sum of US$1.

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4.9The Scheme Adjudicator

4.9.1Subject to Clause 4.10.14 there shall be one Scheme Adjudicator having the powers, duties, functions, and rights conferred upon him by the Scheme. The Scheme Adjudicator shall be responsible for and have power to determine all matters referred to him in accordance with Clause 4 by the Scheme Administrators. The Scheme Adjudicator shall resolve matters referred to him in accordance with the Dispute Resolution Procedure (as set out in Clause 4.10).

4.9.2The Scheme Adjudicator shall be any individual who is duly qualified in the reasonable opinion of the Company or Reorganised SCL, as applicable, to discharge the function of Scheme Adjudicator under the Scheme.

4.9.3The first Scheme Adjudicator shall be Samuel A. Haubold as more particularly described in Clause 1.9.2.  Mr. Haubold is an experienced arbitrator and mediator of international disputes, a qualified Centre for Effective Dispute Resolution mediator and an associate tenant of Littleton Chambers in London

4.9.4The office of Scheme Adjudicator shall be vacated if the appointee to that office shall:

(i)die;

(ii)be convicted of an indictable offence;

(iii)resign his office by 3 months’ notice to the Scheme Administrators;

(iv)become bankrupt;

(v)be disqualified from acting as a director of a company or become subject to a disqualification undertaking or the equivalent in any other jurisdiction; or

(vi)become mentally disordered.

4.9.5In the event that the office of Scheme Adjudicator is vacated pursuant to Clause 4.9.4, the Company or Reorganised SCL, as applicable, shall appoint a replacement who is in its opinion qualified to act as Scheme Adjudicator pursuant to Clause 4.9.2 and not ineligible by reason of any of the matters referred to in Clause 4.9.4, and shall ensure that a notice informing Scheme Creditors of such replacement is placed on the Website and advertised in the same newspapers and publications in which the Scheme Meetings were advertised.

4.9.6The Scheme Adjudicator shall act as an expert and not as an arbitrator with respect to all matters referred to him under the Scheme.

4.9.7In exercising his powers and rights and in carrying out his duties and functions under the Scheme, the Scheme Adjudicator shall act in good faith and with due care and diligence.

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4.10Dispute Resolution Procedure for Scheme Claims from Non-Plan Third Party Creditors

The following Dispute Resolution Procedure shall apply to any Scheme Claim from a Non-Plan Third Party Creditor or other matter which is to be or is referred to the Scheme Adjudicator pursuant to the Scheme:

4.10.1The Scheme Administrators shall, in relation to any matter to be referred to the Scheme Adjudicator under Clause 4.7, refer that matter to the Scheme Adjudicator by a notice (“Dispute Notice”). The Dispute Notice shall set out details of the Scheme Claim or matters being referred to the Scheme Adjudicator and shall include the Scheme Administrators’ written submissions thereon and any evidence in support thereof (which may include legal submissions and copies of such of the Company’s records as may appear appropriate to the Scheme Administrators), the relevant completed Claim Form and enclosures (if any) together with any other supporting documents or evidence provided by the relevant Non-Plan Third Party Creditor and any relevant communications between the Scheme Administrators and the Non-Plan Third Party Creditor after the Effective Date in relation to the Scheme Liabilities or matters being referred to the Scheme Adjudicator. A copy of the Dispute Notice shall be sent to the relevant Non-Plan Third Party Creditor at the same time as the Dispute Notice is sent to the Scheme Adjudicator.

4.10.2If the relevant Non-Plan Third Party Creditor wishes to make any written observations or provide any further evidence (including legal submissions) to the Scheme Adjudicator on the contents of the Dispute Notice, it must do so within 7 Business Days of the date of the Dispute Notice. It must also send a copy of any such written observations and/or further evidence which it provides to the Scheme Adjudicator to the Scheme Administrators at the same time.

4.10.3The Scheme Adjudicator shall review and consider the contents of the Dispute Notice and all written submissions and further evidence received by him pursuant to Clause 4.10.2 above in accordance with the terms hereof. If no written observations or further evidence have been received by the Scheme Adjudicator from the relevant Non-Plan Third Party Creditor within the 7 Business Day period specified in Clause 4.10.2 , the Scheme Adjudicator shall be entitled to make a determination based on the contents of the Dispute Notice. Any determination by the Scheme Adjudicator in respect of the amount of a disputed Scheme Claim shall not exceed the amount claimed by the Non-Plan Third Party Creditor for that Scheme Liability in its Claim Form, excluding costs.

4.10.4Without prejudice to the provisions of Clause 4.10.3, within 7 Business Days of the expiry of the 7 Business Day period specified in Clause 4.10.2, the Scheme Adjudicator shall notify the Scheme Administrators and the relevant Non-Plan Third Party Creditor whether:

(i)he requires further documents, data or information from the Scheme Creditor or the Scheme Administrators. In such event the relevant person(s) must so far as reasonably practicable as soon as possible and

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in any event within 7 Business Days after receipt of such request from the Scheme Adjudicator provide the Scheme Adjudicator with the said further documents, data or information and a copy (with enclosures) thereof shall be sent by the Scheme Adjudicator to the Non-Plan Third Party Creditor and the Scheme Administrators, as may be required. The Scheme Administrators or the Non-Plan Third Party Creditor may within 7 Business Days of receipt of the said copy send any additional observations, documents, data or information to the Scheme Adjudicator and a copy (and any enclosures) thereof shall be sent by the Non-Plan Third Party Creditor or Scheme Administrators (as the case may be) to the other; and/or

(ii)he requires the Non-Plan Third Party Creditor, Scheme Administrators and/or the Company’s advisers to appear before him and address him on any matters he shall determine he wishes to be addressed upon. The Non-Plan Third Party Creditor and the Scheme Administrators shall be entitled to request a hearing from the Scheme Adjudicator. In the event that the Scheme Adjudicator requires any hearing as is referred to in this Clause 4.10.4(ii), all relevant person(s) shall be at liberty so to appear on such date, in such manner and at such place as the Scheme Adjudicator shall prescribe having due regard to the jurisdiction in which the relevant Non-Plan Third Party Creditor resides and notice of any such hearing shall be given to all other relevant parties who shall be entitled to attend but who shall have no right to be heard at such hearing. Should the Scheme Adjudicator require a Non-Plan Third Party Creditor to appear before him, the Scheme Adjudicator shall have the power to order that in the first instance the reasonable travel expenses of the Non-Plan Third Party Creditor will be paid by Reorganised SCL, subject to such costs being taken into account when the Scheme Adjudicator makes any order as to costs once he has made his determination.

4.10.5The Scheme Adjudicator shall be entitled to determine and lay down such reasonable procedures or provisions as he in his absolute discretion deems appropriate for the purpose of assisting him in performing his functions including any time period contained in this Clause 4.10. The Scheme Adjudicator shall also be entitled to call for such evidence, documents, data and information as he may require.

4.10.6The Scheme Adjudicator shall as soon as possible and in any event before the expiration of 7 Business Days after the end of the second 7 Business Day period referred to in Clause 4.10.4(i), or the date of the final appearance made before him pursuant to Clause 4.10.4(ii) certify by notice to the Scheme Administrators and the relevant Non-Plan Third Party Creditor his determination in relation to that matter which has been referred to him and shall not be required to provide reasons for that determination, provided that in the event that the Scheme Adjudicator has decided not to issue any notice pursuant to Clause 4.10.4, he shall as soon as possible after having so decided not to issue any such notice certify by notice in writing to the Scheme Administrators and the relevant Non-Plan Third Party Creditor his

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determination in relation to the matter which has been referred to him. The relevant Non-Plan Third Party Creditor’s Claim shall be deemed to have been determined and (after taking in to account any available set-off under Clause 1.14 or any other deduction required to be made in accordance with the Scheme) become an Admitted Scheme Claim on the date of the notification given by the Scheme Adjudicator referred to in this Clause 4.10.6. Any determination by the Scheme Adjudicator in respect of the amount of a disputed Scheme Claim shall not exceed the amount claimed by the Non-Plan Third Party Creditor for that Scheme Claim in its Claim Form, excluding costs.

4.10.7The Scheme Adjudicator shall be entitled to appoint and to consult with such advisers, including but not limited to legal advisers, accountants and insurance industry experts, as he may determine to be appropriate and without limitation shall be entitled to retain advisers and professionals in such jurisdictions as he thinks fit in order to assist him in performing his functions under the Scheme.

4.10.8The Scheme Adjudicator shall be entitled to be remunerated and to be reimbursed his reasonable costs and expenses in carrying out his functions under the Scheme and reasonable costs and expenses incurred by him including without limitation the cost of any advisers referred to in Clause 4.10.7 as he shall think just. Without prejudice to the generality of the foregoing, in the exercise of his powers under this Clause, the Scheme Adjudicator shall be entitled to determine:

(i)whether to submit a request for reimbursement for his remuneration, costs, and expenses to Reorganised SCL;

(ii)that any or all of his remuneration, costs and expenses shall be paid by the Non-Plan Third Party Creditor whose Scheme Claim has been referred to him;

(iii)that any costs incurred by the Scheme Administrators in consequence of the unreasonable failure by a Non-Plan Third Party Creditor to submit adequate information to support a Claim Form returned in accordance with Clause 4.5 shall be paid by that Non-Plan Third Party Creditor. In default of such determination the Scheme Adjudicator’s remuneration and reasonable costs and expenses shall be payable by Reorganised SCL and the Non-Plan Third Party Creditor in equal shares.

4.10.9In the event that a Non-Plan Third Party Creditor fails to comply with a direction from the Scheme Adjudicator as to the payment of costs by it, Reorganised SCL shall pay such amount as may be required from its Assets which amount shall be deducted from any amount which may be or may become due to the Non-Plan Third Party Creditor in respect of its Admitted Claim. The Non-Plan Third Party Creditor will then be treated as having received,  on account of any Admitted Scheme Claim it may have, an advance payment equal to the amount which it has been directed but failed to pay pursuant to the direction of the Scheme Adjudicator. In the event that the remuneration, costs and expenses of the Scheme Adjudicator exceed the

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amount payable to that Non-Plan Third Party Creditor in respect of its Admitted Scheme Claim, the Non-Plan Third Party Creditor shall forthwith pay such excess to the Scheme Administrators on demand.

4.10.10The amount payable by one party to the other as a result of the Scheme Adjudicator’s determination (including amounts relating to the Scheme Adjudicator’s remuneration and costs) shall become due and payable on the Periodic Distribution Date that is at least 30 days after the determination given under Clause 4.10.6 above.

4.10.11The Scheme Adjudicator may in reaching his determination in relation to a matter referred to him have regard to the terms of any substantive judgment or final settlement provided to him pursuant to Clause 4.10.1, 4.10.2 or 4.10.4.

4.10.12Nothing in Clause 4.10.11 shall oblige the Scheme Adjudicator to delay reaching a determination on any matter referred to him pending or in anticipation of the receipt of a substantive judgment or final settlement.

4.10.13Insofar as the law allows, any determination of the Scheme Adjudicator on any matter referred to him or under this Clause 4 generally shall be final and binding on the Company and the relevant Non-Plan Third Party Creditor and there shall be no right or appeal or other recourse to a court of law from such decision except as may be permitted under Bermuda law. Neither the Company, the Scheme Administrators nor any Non-Plan Third Party Creditor shall have any right to make any claim or bring any Proceeding against the Scheme Adjudicator in any capacity in respect of any decision or determination in relation to any Scheme Claim or any matter upon which the Scheme Adjudicator has made a determination.

4.10.14Subject to Clause 4.10.15, in the event that the Scheme Adjudicator or the Scheme Administrators shall become aware that the Scheme Adjudicator has an actual or potential conflict of interest in relation to any matter referred or proposed to be referred to him, the Scheme Adjudicator or the Scheme Administrators (as the case may be) shall inform the other of any such actual or potential conflict. The Scheme Administrators shall notify the relevant Non-Plan Third Party Creditor of such actual or potential conflict and the Scheme Administrators shall subject to Clause 4.9.2 and 4.10.15 appoint an alternate Scheme Adjudicator (an “Alternate”) for the sole purpose of adjudicating on the relevant matter in place of the Scheme Adjudicator and shall immediately give notice of such appointment to the Claims and Solicitation Agent and the relevant Non-Plan Third Party Creditor. The Scheme Adjudicator’s appointment shall continue generally notwithstanding the appointment of any Alternate (who shall have all the powers of the Scheme Adjudicator under the Scheme in relation to his appointment) and the Scheme Adjudicator shall continue to adjudicate on all other matters referred to him under the Scheme subject to any other actual or potential conflicts which might arise.

4.10.15The Scheme Adjudicator may continue to act in spite of an actual or potential conflict of interest if both the Non-Plan Third Party Creditor in relation to whom such actual or potential conflict of interest exists and the Scheme Administrators agree in writing to permit the Scheme Adjudicator to so continue to act provided that the Scheme Adjudicator is willing to act notwithstanding such conflict. Any such agreement will only be made after the Scheme

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Adjudicator, Non-Plan Third Party Creditor and the Scheme Administrators have provided sufficiently detailed disclosure of the circumstances and nature of the actual or potential conflict of interest to enable each of them to reach an informed decision on whether the actual or potential conflict may be waived without prejudicing or embarrassing any of the Scheme Adjudicator, Non-Plan Third Party Creditor and/or Scheme Administrators.

5.THE SCHEME ADMINISTRATORS

5.1The Scheme Administrators

5.1.1There shall be one or more Scheme Administrators having the duties and functions conferred upon them by the Scheme. The first Scheme Administrators shall be Gareth H. Hughes or Stephen Harris of Ernst & Young LLP and John C. McKenna.

5.1.2Reorganised SCL shall provide, upon written request, such advice and assistance to the Scheme Administrators as may be requested to facilitate the implementation and operation of the Scheme.

5.1.3The Scheme Administrators may carry out their duties and functions under the Scheme either jointly or severally and shall be entitled to use the services of their firm, their partners and employees to assist them in the performance of their duties and functions.

5.1.4Any Scheme Administrator may resign his appointment at any time by giving no less than thirty days’ notice to Reorganised SCL or on such shorter period of notice as the Scheme Administrators and Reorganised SCL may agree in writing.

5.1.5A Scheme Administrator may be removed from office by Reorganised SCL at any time on Reorganised SCL giving the Scheme Administrator 30 days’ notice or on such shorter period of notice as the Scheme Administrator and Reorganised SCL may agree in writing.

5.1.6The office of a Scheme Administrator shall be vacated if that Scheme Administrator:

(i)dies;

(ii)is convicted of an indictable offence;

(iii)resigns his office in accordance with Clause 5.1.4 or is removed by Reorganised SCL in accordance with Clause 5.1.5;

(iv)becomes bankrupt, or proposes a voluntary arrangement with his creditors;

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(v)is disqualified from acting as a director of a company or is subject to a disqualification undertaking or equivalent in any other jurisdiction; or

(vi)becomes mentally disordered.

5.1.7If the office of a Scheme Administrator is vacated under Clauses 5.1.4, 5.1.5 or 5.1.6 Reorganised SCL shall be entitled to appoint a replacement Scheme Administrator provided that such replacement consents to and is qualified to act and is not disqualified under Clause 5.1.6.

5.1.8The Company acknowledges that the Scheme Administrators will (subject to any restriction which may be necessary or which may be imposed in order to preserve confidentiality or privilege) be entitled to have reasonable access to all such information and to all books, papers, documents and other information contained or represented in any format whatsoever in the possession or under the control of the Company in relation to the Scheme as may from time to time be reasonably required in relation to the operation of the Scheme.

5.1.9In the event that, pursuant to Clause 5.1.7 above, there is a change of Scheme Administrator, the replacement Scheme Administrator(s) shall notify Scheme Creditors of any such change.

6.GENERAL SCHEME PROVISIONS

6.1Final Implementation and Termination of the Scheme

6.1.1The Scheme Administrators shall notify the Company, the Claims and Solicitation Agent and the Scheme Adjudicator when all Scheme Claims have been agreed or adjudicated under Clause 4 or Clause 4.9 of the Scheme and all Admitted Scheme Claims have received their final distributions (or deemed to have been paid in full) under and in accordance with the terms of the Plan and Scheme. As soon as practicable after such notification, the Scheme Administrators shall cause to be published on the Website and (as far as possible and where not so possible, in a replacement newspaper or publication) in the newspapers and publications in which the Scheme Meetings were advertised, an advertisement giving notice that the purpose of the Scheme has been fulfilled and that no further payment shall be made by the Company in respect of Admitted Scheme Claims.  The Scheme shall terminate on the date of the notice given to Scheme Creditors.

6.1.2The Scheme Administrators and Scheme Adjudicator shall be released from their obligations under the Scheme from the date of such notice, without prejudice to any accrued rights under the Scheme of the Company or the Scheme Administrators, Claims and Solicitation Agent or Scheme Adjudicator (as the case may be) as at the date of such release.

6.1.3Other than where the Scheme is terminated in accordance with Clause 6.1.2 above, Clauses 1.1.1, 1.1.2, 1.1.3, 3.4, 6.8 and 6.9and this Clause 6.1.3 shall survive termination of the Scheme.

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6.2Early Termination of the Scheme

6.2.1If prior to the Plan Effective Date, the Confirmation Order is vacated by order of the US Bankruptcy Court, the case is dismissed or the Chapter 11 cases are converted into a case under chapter 7 of the US Bankruptcy Code and the Plan therefore does not become effective in accordance with its terms, the Scheme shall terminate with effect from the date of the order vacating the Confirmation Order.

6.2.2If the Plan does not become effective in accordance with its terms by 31 December 2009, and the Scheme has not been terminated in accordance with clause 6.2.1 by that date, the Scheme shall terminate on 31 December 2009 without any further order of the Court.

6.2.3In the event that the Scheme is terminated pursuant to Clause 6.2 herein, the Scheme Administrators shall forthwith notify the Claims and Solicitation Agent that the Scheme is terminated. As soon as practicable after termination of the Scheme, the Scheme Administrators shall cause to be published on the Website and (as far as possible and where not so possible, in a replacement newspaper or publication) in the newspapers and publications in which the Scheme Meetings were advertised, an advertisement giving notice that the Scheme has terminated and that none of the provisions of the Scheme (including any compromise, waiver, release or discharge) shall have effect.

6.2.4No terms of the Scheme shall survive termination of the Scheme under Clause 6.2 of the Scheme.

6.3Scheme Costs

6.3.1Under and in accordance with the terms of the Plan, the Company, or Reorganised SCL, as applicable, shall pay in full in accordance with the terms of the Plan:

(i)all accrued fees and expenses (including success fees) for services rendered by all Professionals through and including the Plan 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.  A Professional’s fees or expenses shall not be paid to the extent the US Bankruptcy Court enters a final order denying such fees or expenses; and

(ii)the amounts reasonably required by the Scheme Administrators and Scheme Adjudicator to perform their duties pursuant to the Scheme, including any costs, expenses or amounts relating thereto and their own applicable professional rates, if any, as determined by the Plan Administrator in accordance with the Plan.

6.3.2For the avoidance of doubt, save as expressly provided in the Scheme, any costs, charges, expenses, remuneration and disbursements which are expressed to be payable by the Company in accordance with the terms of this Scheme shall not be paid out of the Scheme Consideration.

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6.4The Plan

6.4.1The terms of the Plan (other than those relating to governing law and jurisdiction) are hereby incorporated into the Scheme.

6.4.2In the event of a conflict or inconsistency between the terms of the Scheme and the terms of the Plan, the terms of the Plan (other than those relating to governing law and jurisdiction) shall prevail.

6.5Modification of the Scheme

The Company may, at any hearing to sanction the Scheme, consent on behalf of all those concerned to any modification of the Scheme or any terms or conditions which the Court may think fit to impose and which would not directly or indirectly have a material or adverse effect on the interest of any Scheme Creditor under the Scheme.  For the avoidance of doubt, any modification which would or might affect the eligibility of the Pension Schemes for the U.K. Pension Protection Fund would have a material or adverse effect.

6.6Force Majeure

None of the Scheme Creditors, the Company, Newco, the Claims and Solicitation Agent, the Scheme Administrators or the Scheme Adjudicator shall be in breach of its obligations under the Scheme as a result of any delay or non-performance of its obligations under this Scheme arising from any Force Majeure.

6.7Explanatory Statement

In the event of a conflict or inconsistency between the terms of the Scheme and the terms of the Explanatory Statement, the terms of the Scheme will prevail.

6.8Notice

6.8.1Any notice or other communication to be given under or in connection with this Scheme, including notification of the Scheme having become effective, shall be given in writing and:

(i)may be delivered personally, or sent by pre-paid first class post, and by air mail where it is addressed to a different country from that in which it is posted, to:

(a)the Company at:

Kirkland & Ellis International LLP

30 St Mary Axe

London EC3A 8AF

Telephone : 00 44 207 469 2070

Facsimile : 00 44 207 469 2001

Attention of Lyndon E. Norley

Kirkland & Ellis LLP

200 East Randolph Drive

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Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Telephone : 001 312 861 2342

Facsimile : 001 312 660 9768

Attention of David Agay

Appleby

Canon’s Court

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Telephone : +1 441 295 2244

Facsimile : +1 441 292 8666

Attention of Jennifer Fraser

(b)in the case of a Scheme Creditor, to its last known address according to the Company

(c)in the case of any other person, any address for that person in any agreement entered into in connection with the Scheme or by fax.

(ii)shall be deemed to have been duly given to any person if advertised once in The Wall Street Journal (Global Edition), the Daily Mail, The Royal Gazette, The London Gazette, The Times (London) and The Financial Times (International).

6.8.2Any notice or other communication under the Scheme shall be deemed to have been delivered:

(i)if delivered personally, on the first Business Day following delivery;

(ii)if sent by pre-paid first class post or by airmail, on the second Business Day after posting if the recipient is in the country of dispatch, otherwise on the seventh Business Day after posting;

(iii)if by fax, on the Business Day sent; and

(iv)if by advertisement, on the date of publication.

6.8.3The Company shall not be responsible for any loss or delay in the transmission of any notices, other documents or payments posted by or to any Scheme Creditors which shall be posted at the risk of such Scheme Creditors.

6.9Governing law and jurisdiction

6.9.1The Scheme shall be governed by, and construed in accordance with, Bermuda law and the Scheme Creditors hereby agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of the Explanatory Statement or any provision of the Scheme, or out of any action taken or omitted to be taken under the Scheme or in connection with the administration of the Scheme, and,

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for such purposes, the Scheme Creditors irrevocably submit to the jurisdiction of the Court provided, however, that nothing in this Clause 6.9 shall affect the validity of other provisions determining governing law and jurisdiction as between the Company and any of the Scheme Creditors (whether pursuant to the Plan or otherwise), whether contained in any contract or otherwise.

6.9.2The terms of the Scheme and the obligations imposed on the Company, SCSL and Newco hereunder shall take effect subject to any prohibition or condition imposed by law.

Dated [•] 2008

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SCHEDULE 1

Form of the Deed of Release

THIS DEED OF RELEASE is made the [•] day of [•]

BY:

(1)EACH SCHEME CREDITOR of the Company, acting by any one of the Scheme Administrators, acting as agent pursuant to the authority conferred upon the Scheme Administrators by the Scheme Creditors under Clause 3.4.1 of the Scheme.

IN FAVOUR OF:

(1)SEA CONTAINERS LIMITED, a company incorporated in Bermuda with its registered office at Canon’s Court, 22 Victoria Street, P.O. Box HM1179 Hamilton, HM EX Bermuda (the “Company”) acting as trustee for the Released Parties.

WHEREAS:

(A)A scheme of arrangement pursuant to section 99 of the Companies Act 1981 has been implemented between the Company and the Scheme Creditors on [•] 2008 (the “Scheme”).

(B)Pursuant to Clause 3.4.1 of the Scheme each Scheme Creditor has authorised any one of the Scheme Administrators to enter into and execute and deliver this Deed on its behalf.

(C)The Scheme operates to release any liability of the Company towards the Scheme Creditors in respect of Scheme Claims, save as set out in Clause 3.4.2 and 3.4.3 of the Scheme, on the Plan Effective Date (as defined in the Scheme), or as soon as reasonably practicable thereafter.

IT IS AGREED as follows:

1.INTERPRETATION

1.1Capitalised terms used in this Deed and not otherwise defined herein shall have the meanings ascribed to them in the Scheme.

1.2“Liability” means any and all claims, right, suit, damage, cause of action, remedy, liability or obligation of a person whether it is present, future, prospective or contingent, whether or not its amount is fixed or undetermined, whether or not it involves the payment of money or performance of an act or obligation and whether it arises at common law, in equity or by statute in Bermuda or in any other jurisdiction or in any other manner whatsoever but such expression does not include any liability which is barred by statute or is otherwise unenforceable and for the avoidance of doubt a person who does not have a legal liability under a contract because such contract is void or, being voidable, has been duly avoided will not have a liability for the purposes of this deed of release and “Liabilities” shall be construed accordingly.

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“Released Persons” means each SCL Party, the SCL Representatives, the Released Entities and each of their Representatives and the Released Parties.

1.3In this Deed, unless the context otherwise requires or expressly provides:

1.3.1references to any Clause without further designation, unless the context otherwise requires, shall be construed as a reference to the Clause of this Deed so numbered;

1.3.2section headings are for convenience only and shall not be taken into account in the interpretation of this Deed;

1.3.3reference to any act, statute or statutory provision shall include a reference to that provision as amended, re-enacted or replaced from time to time whether before or after the date of this Deed and any former statutory provision replaced (with or without modification) by the prevision referred to;

1.3.4words importing the plural shall include the singular and vice versa; and

1.3.5references to a person includes a reference to any body corporate, unincorporated association or partnership and to that person’s legal representatives or successors.

2.WAIVER AND RELEASE

2.1With effect from the Plan Effective Date and subject to Clauses 2.2 and 2.3 below, the Scheme Creditor named herein, hereby irrevocably and unconditionally waives and releases, in each case to the fullest extent permitted as a matter of law, each Released Person fully and absolutely from any Liability which any Released Person such Scheme Creditor arising from or connected to any Scheme Claim or the implementation of the Scheme itself, with the intent and effect that such irrevocable releases and waivers shall operate in favour of and be enforceable by the Released Person as set out in Clause 5.

2.2The releases and waivers effected by Clause 2.1 shall not include:

2.2.1any Liability of any Released Person arising from fraud on the part of such person; or

2.2.2Reorganised SCL’s or Newco’s rights to enforce obligations, or the rights of creditors to enforce Reorganised SCL’s or Newco’s obligations, under the Plan or the Scheme and the contracts, instruments, releases, agreements, and documents delivered thereunder; or

2.2.3any claims, obligations, causes of action, or liabilities based on or relating to, or in any manner arising from, any act or omission of any adviser (including, but not limited to actuaries, attorneys, professional advisers and consultants), or any director or officer with a duty to or who may otherwise be liable to the Debtors in respect of acts or omissions as of or prior to 15 October 2006, based on or relating to, or in any manner arising from, or in connection with the potential Equalisation Claim, the potential Equalisation-Related Employee Claims, Equalisation Determination Costs and any costs incurred or funded by

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

2.2.4any claims, obligations, causes of action, or liabilities held by any of the SCL Parties, Released Entities and Released Parties against its own advisers (including, but not limited to, actuaries, attorneys, professional advisers, financial advisers, and consultants);

2.2.5any Liability of Seacat Scotland Guernsey Limited and/or Sea Containers Ferries Scotland Limited in respect of a Section 75 Debt which is or may become due to the 1990 Pension Scheme nor shall anything in this Deed constitute a legally enforceable agreement the effect of which is to reduce the amount any Section 75 which may be recovered by or on behalf of the 1990 Pension Scheme Trustees from such companies; or

2.2.6any Liability of any non-Affiliate Participating Employer in respect of a Section 75 Debt which is or may become due to one or more of the Pension Scheme Trustees, nor shall anything in this Deed constitute a legally enforceable agreement the effect of which is to reduce the amount of any Section 75 Debt which may be recovered by or on behalf of the Pension Scheme Trustees from any such company.

2.3The releases and waivers effected by Clause 2.1 shall not waive or release any Section 75 Debt unless and until the consideration necessary to discharge such a debt (as provided by the Plan, the U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise) has been paid or transferred to the Pension Scheme Trustees and the Plan, U.K. Scheme of Arrangement, the Debtor Affiliate Schemes of Arrangement and/or (in relation to the 1983 Pension Scheme only) the 1983 Scheme Deed of Compromise have become effective and, without prejudice to the foregoing, any waiver or release in this Deed is limited to the limited extent necessary to ensure that each of the Pension Schemes is eligible to enter into the U.K. Pension Protection Fund and is able to trigger a U.K. Pension Protection Fund assessment period.

2.4Additionally, solely as between and among the SCL Parties (as defined in the GE Mutual Release Agreement): (a) on the one hand, and each of the GECC Parties and the GE SeaCo Parties (as such terms are defined in the GE Mutual Release Agreement) 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 the settlement and release provisions in this Scheme and the GE Mutual Release Agreement, the GE Mutual Release Agreement shall govern and control; and (b) the releases set forth in this Deed shall not cause the release by any of the GECC Parties and the GE SeaCo Parties (as defined in the GE Mutual Release Agreement) 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, this Scheme, the

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U.K. Scheme of Arrangement, or related agreements, instruments, or other documents.

3.FURTHER ASSURANCE

The Scheme Creditor agrees that subject to being indemnified to its satisfaction it will, at its own cost and expense, do all things and execute and deliver all documents and deeds as may reasonably be necessary to give effect to or are contemplated by this Deed.

4.CONFLICT

This Deed is expressly intended by the parties to supplement the obligations set out in the Scheme in relation to the waivers and releases given or to be given by the Scheme Creditors.  If at any time there shall be any conflict between the provisions of this deed and the provisions of the Scheme, the provisions of this deed of release shall prevail.

5.SCHEME ADMINISTRATORS

5.1This Deed is entered into by the Scheme Administrator who executes it on behalf of the Scheme Creditors and each of them pursuant to the authority conferred upon that Scheme Administrator under Clause 3.4.1 of the Scheme.

5.2The Scheme Administrators incur no personal liability, either by entering into this deed or their acting in any capacity referred to herein.

6.COUNTERPARTS

This Deed may be executed in two or more counterparts each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

7.GOVERNING LAW AND JURISDICTION

7.1This Deed is governed by and shall be construed in accordance with Bermuda law and the parties hereby submit to the exclusive jurisdiction of the Bermuda Court.

7.2The parties agree that the courts of Bermuda are the most appropriate and convenient courts to settle any dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity and, accordingly that they will not argue to the contrary.

IN WITNESS WHEREOF this Deed has been executed and is intended to be and is hereby delivered on the date specified above.

EXECUTED as a DEED	)
for and on behalf of	)
[Name of Scheme Creditor]	)
by its duly authorised attorney:	)

Attorney Name

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in the presence of:

Witness signature:

Witness name:

Witness address:

Witness occupation:

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PART III: NOTICE OF MEETINGS TO SCHEME CREDITORS

IN THE SUPREME COURT OF BERMUDA
CIVIL JURISDICTION

IN THE MATTER OF SEA CONTAINERS LIMITED

and

IN THE MATTER OF THE COMPANIES ACT 1981

NOTICE IS HEREBY GIVEN that, by an Order dated [•] 2008 made in the Supreme Court of Bermuda in the above matter, a meeting for each Class of Scheme Creditors (as defined in the Scheme of Arrangement hereinafter mentioned) was ordered to be convened of the above named company (hereinafter called the “Company”) for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement proposed to be made between the Company and the Scheme Creditors (as therein defined) and that such meetings will be held at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton, HM EX Bermuda on [12 November] 2008 commencing at 10.00 a.m. at which place and time all such Scheme Creditors are requested to attend.

The Scheme Creditors may vote in person at the said meetings or they may appoint another person, whether such person is or is not a Scheme Creditor, as their proxy to attend and vote in their place.  To the extent not having already cast a vote on the Plan Ballot and to the extent entitled to do so under the Plan and the Scheme, the Scheme Creditors are requested to complete the Form of Proxy and Voting Form and return it to the Claims and Solicitation Agent at:

BMC Group Inc
Attention: Sea Containers Ltd. Claims and Solicitation Agent
31 Southampton Row, 4th floor
Holborn
WC1B 5HJ

London
England

Telephone: 00-800-3325-7666 (UK/European Toll Free)
or 001 702 425 2280 (for callers outside UK/Europe/US)

or at:

444 Nash Street
El Segundo
California 90245
Telephone: 001 888 909 0100 (US Toll Free)

The Form of Proxy and Voting Form must be received by 5.30 p.m. on [10 November] 2008.

Each Scheme Creditor or his proxy will be required to register his attendance at the relevant meeting for the Class into which his claim falls prior to its commencement.  Registration will commence at 9.00 a.m..

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By the Order, the Court has appointed John C. McKenna or failing him [Gareth H. Hughes/Stephen Harris] to act as Chairman at the said meeting and has directed the Chairman to report the result of each meeting to the Court.

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement required to be furnished pursuant to Section 100 of the Companies Act 1981 of Bermuda and the Form of Proxy and Voting Form for use at the meeting are incorporated or enclosed with the Scheme document.  Additionally, these documents are available from the Company’s offices at the above address.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated this [•] day of [•] 2008.

[Appleby]

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