Exhibit 99.2
[Letterhead of Orient-Express Hotels Ltd.]
ESH/tjf - XXXX Xxxx 5, 2000
X. Xxxxxx Xxxxxxx, Esq.
Ripplewood Holdings LLC
Xxx Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X.X.
RE: INDEMNITY AGREEMENT
Dear Xx. Xxxxxxx:
Orient-Express Hotels Ltd., a Bermuda company ("XXXX"), has filed with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations adopted by the Commission thereunder, a Registration Statement on
Form S-1, Registration No. 333-12030, relating to the proposed initial public
offering of the class A common shares of XXXX and attached rights to purchase
series A junior participating preferred shares. Such registration statement at
the time it becomes effective, including all exhibits, is hereinafter referred
to as the "Registration Statement." The term "Prospectus" as used herein means
the prospectus constituting Part I of the Registration Statement at the time it
becomes effective, or any amendment or supplement to such prospectus filed with
the Commission pursuant to Rule 424(b) or (c) under the Securities Act.
Under Section 6(a) of the Securities Act, the Registration Statement is
required to be signed by, among other persons, XXXX'x duly authorized
representative in the United States. XXXX has requested that you act as such
authorized representative and that you sign the Registration Statement in such
capacity, and you have agreed so to act and sign on condition that XXXX furnish
to you the indemnification provided for in this Agreement. Accordingly, in
consideration of the foregoing, and in order to induce you to continue acting as
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XXXX'x authorized representative in the United States ("Authorized U.S.
Representative") and to sign the Registration Statement in such capacity, XXXX
hereby agrees to indemnify and hold you harmless against and from any and all
losses, claims, damages (including punitive or exemplary), judgments, penalties,
fines and liabilities, joint or several (including, subject to the provisions of
the next paragraph below, any costs of investigation incurred in connection with
the defense of, any legal and other fees and expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claim asserted or appeal thereof, whether civil, criminal, administrative,
investigative or otherwise) (collectively, "Losses"), asserted against or
incurred by you, insofar as such Losses arise out of or are based on any actual
or alleged event, act, omission, statement, misstatement or occurrence related
to the fact that you are or were the Authorized U.S. Representative of XXXX.
Fees and expenses incurred by you in connection with any action, suit or
proceeding involving you and for which you are indemnified hereunder shall be
paid by XXXX as they are incurred by you and in any event, in advance of the
final disposition of such action, suit or proceeding. XXXX shall reimburse you
for any fees and expenses you incur in connection with enforcing your rights
under this Agreement against XXXX.
If you propose to assert the right to be indemnified under this Agreement,
you will notify XXXX, promptly after receipt of notice of commencement of any,
or notice of any threatened, action, suit or proceeding against you in respect
of which a claim for indemnification is to be made against XXXX hereunder, of
the commencement of or threatening of such action, suit or proceeding, enclosing
a copy of all papers served, but the omission so to notify XXXX of such action,
suit or proceeding shall not relieve XXXX from any liability which it may have
to you under this Agreement. In case any such action, suit or proceeding shall
be brought against you and you shall notify XXXX of the commencement thereof,
you shall be entitled to select your own counsel, and the fees and expenses of
such counsel shall be paid directly by XXXX. XXXX shall be entitled to
participate in, and, to the extent that it shall wish, to assume, the defense of
such action, suit or proceeding, with counsel satisfactory to you, and after
notice from XXXX to you of its election so to assume the defense thereof, XXXX
shall not be liable to you for any legal or other expenses, other than
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reasonable costs of investigation subsequently incurred by you in connection
with the defense thereof. You shall continue to have the right to employ counsel
in any such assumed action, but the fees and expenses of such counsel shall be
at your expense unless (i) your employment of counsel has been authorized by
XXXX, or (ii) you shall have reasonably concluded that there may be a conflict
of interest between XXXX and you in the conduct of the defense of such action
(in which case XXXX shall not have the right to direct the defense of such
action on your behalf), or (iii) XXXX shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel shall be at the expense of XXXX. XXXX shall not be liable for the
settlement of any action or claim effected without its consent. XXXX shall not
settle any action, suit or proceeding in any manner without your written
consent.
To the extent the indemnification provided by XXXX to you hereunder is
unavailable or insufficient in respect of any Losses, then XXXX, in lieu of
indemnifying you, shall contribute to the amount paid or payable by you as a
result of such Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by XXXX on the one hand and you on the other hand
from serving as the Authorized U.S. Representative and (ii) if the allocation
provided by the preceding clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in the preceding clause (i) but also the relative fault of XXXX on the one
hand and you on the other hand in connection with the events, acts, omissions,
statements, misstatements or occurrences that resulted in such Losses as well as
any other relevant equitable considerations.
This agreement has been and is made solely for the benefit of you and your
legal representatives, and no other person, partnership, association or
corporation shall acquire or have any right under or by virtue of this
Agreement. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
conflicts of laws rules. If any provision of this letter agreement or the
application of any provision hereof to any person or circumstances is held to be
invalid or unenforceable, the remainder of this letter agreement and the
application of
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such provision to other persons or circumstances shall be unaffected.
All notices and communications hereunder shall be in writing and mailed or
delivered, or by telephone or telegraph if subsequently confirmed in writing, to
you at Ripplewood Holdings LLC, Xxx Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
and to XXXX at 00 Xxxxx Xxxxxx, P.O. Box HM 1179, Xxxxxxxx XX EX, Bermuda,
Attention: Secretary, with a copy to Sea Containers Services Ltd., 00 Xxxxx
Xxxxxx, Xxxxxx XX0 0XX Xxxxxxx.
Please confirm that the foregoing correctly sets forth the agreement
between us.
Very truly yours,
ORIENT-EXPRESS HOTELS LTD.
By: /s/ X. X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
Secretary
CONFIRMED:
/s/ J. R. Xxxxxxx
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X. Xxxxxx Xxxxxxx
