andRights Agreement • August 3rd, 2000 • Orient Express Hotels LTD • Hotels & motels • New York
Person" an individual, corporation, sole proprietorship, partnership (whether general or limited), joint venture, limited liability corporation or partnership, trust, incorporated or unincorporated organization, association, institution, party, entity...Services Agreement • August 8th, 2000 • Orient Express Hotels LTD • Hotels & motels
andRights Agreement • June 19th, 2000 • Orient Express Hotels LTD • Hotels & motels • New York
EXHIBIT 1Orient Express Hotels LTD • August 17th, 2001 • Hotels & motels • New York
andRights Agreement • July 28th, 2000 • Orient Express Hotels LTD • Hotels & motels • New York
EXHIBIT 1Terms Agreement • October 11th, 2005 • Orient Express Hotels LTD • Hotels & motels • New York
RESTRUCTURING AGREEMENTRestructuring Agreement • August 8th, 2000 • Orient Express Hotels LTD • Hotels & motels
8,490,000 Class A Common Shares ORIENT-EXPRESS HOTELS LTD. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 14th, 2008 • Orient Express Hotels LTD • Hotels & motels • New York
AMENDED AND RESTATED CREDIT AGREEMENT July 3, 2017 among BELMOND LTD., as Holdings, BELMOND INTERFIN LTD., as Borrower, THE LENDERS PARTY HERETO, as Lenders and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swingline LenderCredit Agreement • July 6th, 2017 • Belmond Ltd. • Hotels & motels • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 3, 2017 (this “Agreement”), among BELMOND LTD., a company incorporated in the Islands of Bermuda (formerly known as Orient-Express Hotels Ltd.) (“Holdings”), BELMOND INTERFIN LTD., a company incorporated in the Islands of Bermuda (formerly known as Orient-Express Hotels Interfin Ltd.) (the “Borrower”), the Lenders from time to time party hereto and BARCLAYS BANK PLC, acting as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and swingline lender (in such capacity and together with its successors, the “Swingline Lender”).
TAX SHARING AGREEMENT dated as of August 1, 2000 by and between SEA CONTAINERS LTD.Tax Sharing Agreement • August 3rd, 2000 • Orient Express Hotels LTD • Hotels & motels
RECITALSShare Owning Subsidiaries Restructuring Agreement • August 8th, 2000 • Orient Express Hotels LTD • Hotels & motels
10,000,000 Class A Common Shares Orient-Express Hotels Ltd. EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 9th, 2010 • Orient Express Hotels LTD • Hotels & motels • New York
Orient-Express Hotels Ltd., a Bermuda company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 class A common shares (the “Firm Shares”) of the Company, $0.01 par value (the “Class A Common Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional Class A Common Shares (the “Option Shares”) as set forth below.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 14th, 2018 • Belmond Ltd. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2018, is entered into by and among LVMH Moët Hennessy - Louis Vuitton SE, a corporation organized under the laws of France (“Parent”), Palladio Overseas Holding Limited, a company organized under the laws of England and Wales and an indirect, wholly-owned subsidiary of Parent (“Holding”), Fenice Ltd., an exempted company organized under the laws of Bermuda and a wholly-owned subsidiary of Holding (“Merger Sub”), and Belmond Ltd., an exempted company incorporated in Bermuda (the “Company”).
SEVERANCE AGREEMENTSeverance Agreement • March 1st, 2007 • Orient Express Hotels LTD • Hotels & motels
THIS AGREEMENT, dated December 1, 2006, is made by and between ORIENT-EXPRESS HOTELS LTD., a Bermuda company (the “Company”), and (the “Executive”).
ORIENT-EXPRESS HOTELS LTD. (a Bermuda company) 14,403,300 Class A Common Shares (par value $.01 each) SALES AGREEMENTSales Agreement • February 18th, 2003 • Orient Express Hotels LTD • Hotels & motels • New York
Orient-Express Hotels Ltd., a company incorporated in Bermuda ("OEH"), and Sea Containers Ltd., a company incorporated in Bermuda ("Sea Containers") confirm their agreement with you with respect to the offer and sale by Sea Containers of up to 14,403,300 shares (the "Shares") of the class A common shares, par value $.01 each, of OEH (the "Class A Shares"), including 2,459,399 Shares issuable upon conversion of 2,459,399 class B common shares owned by Sea Containers (the "Conversion Shares").
Amended and Restated Right of First Refusal and Option Agreement Regarding Indirectly Held Hotel Cipriani InterestsOriginal 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").
Form of Severance Agreement with Paul M. White as amended July 25, 2007] SEVERANCE AGREEMENTSeverance Agreement • July 31st, 2007 • Orient Express Hotels LTD • Hotels & motels
THIS AGREEMENT, dated December 1, 2006, is made by and between ORIENT-EXPRESS HOTELS LTD., a Bermuda company (the “Company”), and Paul M. White (the “Executive”).
EXHIBIT 2.3 TAX SHARING AGREEMENT dated as of _________ , 2000Tax Sharing Agreement • July 3rd, 2000 • Orient Express Hotels LTD • Hotels & motels
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2013 • Orient Express Hotels LTD • Hotels & motels
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 8th day of November, 2012 by and between ORIENT-EXPRESS HOTELS LTD., a Bermuda company (the “Company”), and John Marcy Scott (the “Indemnitee”).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2018 • Belmond Ltd. • Hotels & motels • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 13, 2018, by and between LVMH Moët Hennessy - Louis Vuitton SE, a corporation organized under the laws of France (“Parent”), and Belmond Holdings 1 Ltd., a Bermuda exempted company (the “Class B Shareholder”) and a wholly-owned subsidiary of Belmond Ltd., a Bermuda exempted company (the “Company”).
ORIENT-EXPRESS HOTELS LTD. (a Bermuda company) 8,500,000 Class A Common Shares PURCHASE AGREEMENTCredit Agreement • March 15th, 2005 • Orient Express Hotels LTD • Hotels & motels • New York
Orient-Express Hotels Ltd. a Bermuda company 8,500,000 Class A Common Shares (Par Value $.01 Each) PURCHASE AGREEMENT SCHEDULE A SCHEDULE B Selling Shareholder and Company Shares SCHEDULE C Orient-Express Hotels Ltd. 8,500,000 Class A Common Shares (Par Value $.01 Each) SCHEDULE D FORM OF OPINION OF CARTER LEDYARD & MILBURN LLP TO BE DELIVERED PURSUANT TO PARAGRAPH 5(b) ANNEX A ANNEX B Descriptions of Contracts, Other Legal Documents, Statutes and Legal Proceedings ANNEX A Indentures, Mortgages, Loan Agreements, Etc. FORM OF OPINION OF CARTER LEDYARD & MILBURN LLP TO BE DELIVERED PURSUANT TO PARAGRAPH 5(e) Table of Contents
Orient-Express Hotels Ltd. P.O. Box HM 1179 41 Cedar Avenue Hamilton HM EX Bermuda RE: NONCOMPETE AGREEMENT Dear Sirs: We undertake that, in the event the offering described in the registration statement on Form S-1 (No. 333-12030) filed with the U.S....Orient Express Hotels LTD • July 20th, 2000 • Hotels & motels
We undertake that, in the event the offering described in the registration statement on Form S-1 (No. 333-12030) filed with the U.S. Securities and Exchange Commission is made, we will not, for a period of five years from the date of the offering, own an interest in or manage any luxury hotel or luxury restaurant other than any such hotel or restaurant operated in conjunction with our passenger ferry and rail services.
COMMON STOCK PRICING AGREEMENTCommon Stock Pricing Agreement • November 15th, 2002 • Orient Express Hotels LTD • Hotels & motels • New York
ESH/tjf - OEHL June 5, 2000Indemnity Agreement • August 8th, 2000 • Orient Express Hotels LTD • Hotels & motels
Employment Agreement between Orient-Express Services Ltd. and John M. Scott III dated November 8, 2012] THIS AGREEMENT is made on 8 November 2012. BETWEEN IT IS AGREED as follows:-Orient Express Hotels LTD • February 26th, 2013 • Hotels & motels • England
SEVERANCE AGREEMENTSeverance Agreement • February 26th, 2013 • Orient Express Hotels LTD • Hotels & motels
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2008 • Orient Express Hotels LTD • Hotels & motels • New York
either LCM or Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and together with LCM, the “Placement Agents”) and that there is no minimum offering amount.
Exhibit 2.5 [Letterhead of Sea Containers Ltd.] August 1, 2000 Orient-Express Hotels Ltd. P.O. Box HM 1179 41 Cedar Avenue Hamilton HM EX Bermuda RE: NONCOMPETE AGREEMENT Dear Sirs: We undertake that, in the event the offering described in the...Orient Express Hotels LTD • August 8th, 2000 • Hotels & motels
We undertake that, in the event the offering described in the registration statement on Form S-1 (No. 333-12030) filed with the U.S. Securities and Exchange Commission is made, we will not, for a period of five years from the date of the offering, own an interest in or manage any luxury hotel or luxury restaurant other than any such hotel or restaurant operated in conjunction with our passenger ferry and rail services.
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...Orient Express Hotels LTD • July 20th, 2000 • Hotels & motels
C O N T R A C TOrient Express Hotels LTD • June 19th, 2000 • Hotels & motels
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 10th, 2007 • Orient Express Hotels LTD • Hotels & motels • New York
AMENDMENT NO. 1 (this “Amendment No. 1”), dated as of December 10, 2007, to the Rights Agreement dated as of June 1, 2000 and amended and restated as of April 12, 2007 (the “Rights Agreement”) between Orient-Express Hotels Ltd., a Bermuda company (the “Company”), and Computershare Trust Company, N.A., a national banking institution, as Rights Agent (the “Rights Agent”).
SEPARATION AGREEMENTSeparation Agreement • November 5th, 2015 • Belmond Ltd. • Hotels & motels • England and Wales
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2019 • Belmond Ltd. • Hotels & motels • England and Wales
This Amendment to the Severance Agreement (“Amendment”) is entered into as of October 11, 2018 (the “Effective Date”), by and between Belmond Ltd. (the “Company”) and H. Roeland Vos (the “Executive”).
AMENDED AND RESTATED SHARE OWNING SUBSIDIARIES RESTRUCTURING AGREEMENTShare Owning Subsidiaries Restructuring Agreement • August 10th, 2001 • Orient Express Hotels LTD • Hotels & motels
AMENDED AND RESTATED SHARE OWNING SUBSIDIARIES RESTRUCTURING AGREEMENT, dated as of June 6, 2001 ("this Agreement") amending and restating a Share Owning Subsidiaries Restructuring Agreement dated as of July 21, 2000 (the "SOS Restructuring Agreement"), by and among SEA CONTAINERS LTD., a Bermuda company ("SCL"), ORIENT-EXPRESS HOTELS LTD., a Bermuda company and a majority-owned subsidiary of SCL ("OEH"), ORIENT-EXPRESS HOLDINGS 1 LTD., a Bermuda company formerly named Sea Containers House Ltd. and an indirect majority-owned subsidiary of SCL and a wholly-owned subsidiary of OEH ("OE Holdings 1"), ORIENT-EXPRESS HOLDINGS 2 LTD., a Bermuda company formerly named The Marine Container Insurance Co. Ltd. and an indirect majority-owned subsidiary of SCL and a wholly-owned subsidiary of OEH ("OE Holdings 2"), ORIENT-EXPRESS HOLDINGS 3 LTD., a Hong Kong company formerly named Sea Containers Asia Ltd. and an indirect majority-owned subsidiary of SCL and a wholly-owned subsidiary of OEH ("OE Ho
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • May 1st, 2009 • Orient Express Hotels LTD • Hotels & motels
The undersigned hereby agree that the Statement on Schedule 13D, dated May 1, 2009, with respect to the Class A common shares, par value $0.01 per share, of Orient-Express Hotels Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
