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....

                                                                     Exhibit 2.5


                  [Letterhead of Sea Containers Ltd., Bermuda]

                                                                          , 2000

Orient-Express Hotels Ltd.
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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. 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.

Please acknowledge receipt of this undertaking by signing and returning a copy
to the undersigned.

                                  Very truly yours,

                                  Sea Containers Ltd.

                                  By:
                                     -------------------
                                           President

Receipt acknowledged:

Orient-Express Hotels Ltd.

By:
   -----------------------
         President

Date:                , 2000