22,500,000 Class A Common Shares Orient-Express Hotels Ltd. EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 29th, 2009 • 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 representative (the “Representative”) an aggregate of 22,500,000 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 3,375,000 additional Class A Common Shares (the “Option Shares”) as set forth below.
