0001047469-05-005420 Sample Contracts

Amended and Restated Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani Interests
Original Agreement • March 4th, 2005 • Orient Express Hotels LTD • Hotels & motels • New York

Amended and Restated Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani Interests dated as of February 8, 2005 ("this Agreement") amending and restating the Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani Interests dated August 22, 1989 (the "Original Agreement") among James B. Sherwood ("Sherwood"), Orient-Express Hotels Inc., formerly a New York corporation ("OEHI"), and Sea Containers America Inc. formerly a Delaware corporation ("SC America").

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Amended and Restated Agreement Regarding Hotel Cipriani Interests
Orient Express Hotels LTD • March 4th, 2005 • Hotels & motels • New York

Amended and Restated Agreement Regarding Hotel Cipriani Interests dated as of February 8, 2005 ("this Agreement") amending and restating the Agreement Regarding Hotel Cipriani Interests dated as of January 27, 1989 (as amended by a Modification dated August 22, 1989, the "Original Agreement") among James B. Sherwood ("Sherwood"), Orient-Express Hotels Inc., formerly a New York corporation ("OEHI"), and Hotel Cipriani S.p.A., an Italian corporation prior to its reorganization referred to below ("HCSPA").

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