Exhibit 2.6
[Letterhead of Orient-Express Hotels Ltd.]
August 1, 2000
Sea Containers Ltd.
00 Xxxxx Xxxxxx
Xxxxxxxx XX EX
Bermuda
RE: INDEMNITY AGREEMENT
Dear Sirs:
We understand that several holders of your 10 3/4% Senior Notes due 2006, 7 7/8%
Senior Notes due 2008, 10 1/2% Senior Notes due 2003 and 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 shares pursuant to the
registration statement on Form S-1 (333-12030) and amendments thereto (the
"IPO") and the spinoff by Sea Containers to its shareholders of those shares of
Orient-Express Hotels owned by it after the IPO (the "Spinoff"), will violate
the covenants of the indentures pursuant to which the Notes are issued (the
"Indentures"). 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 Spinoff 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).
2
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,
Orient-Express Hotels Ltd.
By: /s/ Xxxxx X. X. Xxxxxxxx
---------------------------------
President
Accepted and agreed as of the
date first written above:
Sea Containers Ltd.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
President
