Exhibit 2.6
[Letterhead of Orient-Express Hotels Ltd.]
July__, 2000
Sea Containers Ltd.
00 Xxxxx Xxxxxx
Xxxxxx, XX0 0XX
Xxxxxxx
INDEMNITY AGREEMENT
Dear Sirs:
We understand that several significant holders of your 10 3/4% Senior
Notes due 2006, your 7 7/8% Senior Notes due 2008, your 10 1/2% Senior Notes
due 2003 and your 9 1/2% Senior Notes due 2003 (together with your 12 1/2%
Senior Subordinated Debentures due 2004, the "Notes") have informed Sea
Containers that they are of the belief that the proposed initial public
offering of our common stock pursuant to the registration statement on
Form S-1 (333-12030) and amendments thereto (the "IPO"), and the subsequent
spin-off by Sea Containers to its shareholders of those shares of Orient
Express Hotels owned by it after the IPO (the "Spin-off") will violate the
covenants of the indentures (the "Indentures") pursuant to which the Notes
were issued. These holders have threatened to declare a default under the
Indentures and to pursue their rights in litigation. Any declaration of
default, legal proceedings or other claim or action by or on behalf of the
holders of Notes arising from the IPO or any Spin-Off is herein referred to
as a "Potential Action".
As protection for Orient-Express Hotels against any Potential
Action, Sea Containers agrees to indemnify and hold harmless Orient-Express
Hotels Ltd., its directors, each of its officers and all of its subsidiaries
from and against any and all losses, claims, damages or liabilities, relating
to or arising out of any Potential Action (including without limitation the
costs and expenses incurred in connection with the investigation of,
preparation for or defense of any pending or threatened claim, action or
proceeding arising therefrom).
This indemnity does not extend to any third party, including
without limitation any shareholder of Orient-Express Hotels, and applies only
with respect to a Potential Action which occurs or is made or asserted within
one year after the date hereof. This indemnity may not be amended, waived or
terminated except with the vote of all of the independent directors of Orient
Express Hotels.
Please acknowledge your agreement to the foregoing by signing and
returning a copy of this letter to the undersigned.
Very truly yours,
1
Orient-Express Hotels Ltd.
By
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Accepted and agreed as of the
date first written above:
Sea Containers Ltd.
By
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2
