Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


Orient-Express Hotels Ltd.


22 Victoria Street


Hamilton HM 12, Bermuda


 


Re:          Class A Common Shares


 


Gentlemen:


 


The
undersigned (the “Investor”)
hereby confirms its agreement with you as follows:


 


1.             This Subscription
Agreement, including the Terms and Conditions For Purchase of Shares attached hereto as Annex I
(collectively, this “Agreement”)
is made as of the date set forth below between Orient-Express Hotels Ltd., a Bermuda company (the “Company”), which is a Well-Known Seasoned
Issuer (as that term is defined in Rule 405 (“Rule 405”))
of the Securities Act of 1933, as amended (the “Act”),
and the Investor.


 


2.             The Company has
authorized the sale and issuance to certain investors of up to an aggregate of
8,490,000 class A common shares, par value $0.01 per share (each, a “Share” and, collectively, the “Shares”) for a purchase price of $6.50 per Share (the “Purchase Price”).  Each
Share includes a right (each, a “Right” and,
collectively, the “Rights”) to
purchase, under certain circumstances, one one-hundredth of a series A
junior  participating preferred share of
the Company (a “Preferred Share”), subject to
adjustment.  The Rights are provided for
in a Rights Agreement dated as of June 1, 2000, between the Company and Computershare
Trust Company N.A. (successor to Fleet National Bank), as rights agent (the “Rights Agreement”), amended and restated as of April 12,
2007 and amended on December 10, 2007.


 


3.             The offering and sale of the Shares (the “Offering”) are being made pursuant to (a) an
Automatic Shelf Registration Statement (as that term is defined in Rule 405
of the Act) filing on Form S-3 (including the Prospectus contained therein
(the “Base Prospectus”), the “Registration Statement”), filed or to be
filed by the Company with the Securities and Exchange Commission (the “Commission”), which will become effective
upon such filing, if applicable, any preliminary prospectus relating to the
Offering, (c) if applicable, any preliminary prospectus relating to the
Offering, and (d) if applicable, certain “free writing prospectuses” (as
that term is defined in Rule 405 under the Act), that have been or will be
filed with the Commission and delivered by Lazard Capital Markets LLC (the “LCM”) or the Company to the Investor prior
to, on or after to the date hereof, containing certain supplemental information
regarding the Shares and terms of the Offering that will be filed with the
Commission and delivered to the Investor (or made available to the Investor by
the filing by the Company of an electronic version thereof with the Commission).


 


4.             The Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to
the Investor the number of Shares set forth below for the aggregate purchase
price set forth below.  The Shares shall
be purchased pursuant to the Terms and Conditions for Purchase of Shares
attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein.  The Investor
acknowledges that the Offering is not being underwritten by 


 

















 


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.


 


5.             The manner of settlement of the Shares
purchased by the Investor shall be determined by such Investor as follows (check
one):


 


[        ]                A.    Delivery by crediting the account of the
Investor’s prime broker (as specified by such Investor on Exhibit A
annexed hereto) with the Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”)
system, whereby Investor’s prime broker shall initiate a DWAC transaction on
the Closing Date using its DTC participant identification number, and released
by Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction.  NO LATER
THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE COMPANY, THE INVESTOR SHALL:


 


(I)            DIRECT THE BROKER-DEALER AT
WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO
SET UP A DWAC INSTRUCTING THE
TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND


 


(II)        REMIT BY WIRE TRANSFER THE
AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING
PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT:


 


JPMorgan Chase Bank, N.A.


ABA # 021000021


Account Name: Orient-Express Hotels Ltd.


Account Number: 796701894


Attention:
Audrey Mohan


Tel:
(212) 623-5078


 


– OR –


 


[        ]                B.    Delivery versus payment (“DVP”) through DTC (i.e., the Company shall
deliver Shares registered in the Investor’s name and address as set forth below
and released by the Transfer Agent to the Investor through DTC at the Closing
directly to the account(s) at LCM identified by the Investor; upon receipt
of such Shares, LCM shall promptly electronically deliver such shares to the
Investor, and simultaneously therewith payment shall be made by LCM  by wire transfer to the Company).  NO LATER
THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE COMPANY, THE INVESTOR SHALL:


 


(I)            NOTIFY LCM OF THE ACCOUNT OR ACCOUNTS AT LCM TO BE
CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND


 


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(II)  CONFIRM THAT THE ACCOUNT OR
ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR
HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES
BEING PURCHASED BY THE INVESTOR.


 


IT IS THE
INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR
CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER.  IF THE INVESTOR DOES NOT DELIVER THE
AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS
FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT
CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE OFFERING
ALTOGETHER.


 


6.             The Investor represents that, except as set
forth below, (a) it has had no position, office or other material
relationship within the past three years with the Company or persons known to
it to be affiliates of the Company, (b) it is not a FINRA member or an
Associated Person (as such term is defined under the FINRA Membership and
Registration Rules Section 1011) as of the Closing, and (c) neither
the Investor nor any group of Investors (as identified in a public filing made
with the Commission) of which the Investor is a part in connection with the
Offering, acquired, or obtained the right to acquire, 20% or more of the
Company’s class A common shares (or securities convertible into or exercisable
for class A common shares) or the voting power of the Company on a
post-transaction basis.  Exceptions:


 


 


(If no exceptions, write “none.” If left blank, response will be deemed
to be “none.”)


 


7.             The
Investor acknowledges that, prior to the effectiveness of this Agreement, the
Investor will have received (or otherwise had made available to it by the
filing by the Company of an electronic version thereof with the Commission) the
Base Prospectus which is a part of the Company’s Registration Statement, a
preliminary prospectus supplement, if any, related to the Offering, and the
documents incorporated by reference therein relating to the Shares, and any
free writing prospectus, (collectively, the “Disclosure
Package”) and certain additional information regarding the Offering,
including pricing information (collectively, the “Offering Information”). 
The Offering Information may be provided to the Investor by any means
permitted under the Act, including in the prospectus supplement, if any, a free
writing prospectus or oral communications.


 


8.             This Agreement shall not become effective, no
offer by the Investor to buy Shares will be accepted and no part of the
Purchase Price will be delivered to the Company until the Registration
Statement has been accepted for filing by the Securities and Exchange
Commission, the Investor has received the Offering Information and the Company
has accepted such offer by countersigning a copy of this Agreement, and any
such offer may be withdrawn or revoked, without obligation or commitment of any
kind, at any time prior to the Company (or LCM on behalf of the Company)
sending (orally, in writing or by electronic mail) notice of its acceptance of
such offer.  An indication of interest
will involve no obligation or commitment of any kind until the Investor has
been delivered the Offering Information and this Agreement is accepted and
countersigned by or on behalf of the Company.


 


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Number of Shares:                                                          


Purchase Price Per Share: $                                            


Aggregate Purchase Price: $                                           


 


Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.


 


 


	
   

  	
  Dated
  as of: November 14, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  



 


 


Agreed
and Accepted


this
14th day of November, 2008:


 


 


ORIENT-EXPRESS HOTELS LTD.


 


 


	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  



 


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ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF SHARES


 


1.             Authorization
and Sale of the Shares.  Subject to the terms and conditions of this Agreement, the Company has
authorized the sale of the Shares.


 


2.             Agreement
to Sell and Purchase the Shares; Placement Agents.


 


2.1          At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Shares
set forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate
purchase price therefor set forth on the Signature Page.


 


2.2          The Company proposes to
enter into substantially this same form of Subscription Agreement with certain
other investors (the “Other Investors”)
and expects to complete sales of Shares to them. The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription
Agreements executed by the Other Investors are hereinafter sometimes
collectively referred to as the “Agreements.”


 


2.3          The Investor acknowledges that the
Company has agreed to pay Lazard Capital Markets LLC (the “LCM”)
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and together with LCM, the “Placement Agents”) a
fee (the “Placement Fee”) in
respect of the sale of the Shares to the Investor.


 


2.4          The Company has entered
into a Placement Agent Agreement, dated the date hereof (the “Placement Agreement”), with the Placement
Agents that contains certain representations, warranties, covenants and
agreements of the Company that, subject to Section 5 hereof, may be relied
upon by the Investor, which shall be a third party beneficiary thereof.


 


3.             Closings and Delivery of the
Shares, Funds.


 


3.1          Closing.  The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time
(the “Closing Date”) to be
specified by the Company and the Placement Agents, and of which the Investors
will be notified in advance by the Placement Agents, in accordance with Rule 15c6-1
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  At the Closing, (a) the Company shall
cause Computershare Trust Company, N.A. (the “Transfer
Agent”) to deliver to the Investor the number of Shares set forth on
the Signature Page registered in the name of the Investor or, if so
indicated on the Investor Questionnaire attached hereto as Exhibit A,
in the name of a nominee designated by the Investor, and (b) the aggregate
purchase price for the Shares being purchased by the Investor will be delivered
by or on behalf of the Investor to the Company.


 


3.2          Conditions to the Company’s Obligations.  (a)  The Company’s obligation to
issue and sell the Shares to the Investor shall be subject to: (i) the
receipt by the Company of the purchase price for the Shares being purchased
hereunder as set forth on the Signature Page and (ii) the 


 


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accuracy
of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing
Date.


 


(b)           Conditions
to the Investor’s Obligations. 
The Investor’s obligation to purchase the Shares will be subject to
the condition that the Placement Agents shall not have: (a) terminated the
Placement Agreement pursuant to the terms thereof or (b) determined that
the conditions to the closing in the Placement Agreement have not been
satisfied.  The Investor’s obligations
are expressly not conditioned on the purchase by any or all of the Other
Investors of the Shares that they have agreed to purchase from the Company.


 


3.3          Delivery
of Funds.


 


(a)           DWAC
Delivery.  If the Investor elects to
settle the Shares purchased by such Investor through DTC’s Deposit/Withdrawal
at Custodian (“DWAC”) delivery system, no later
than one (1) business day after the execution of this Agreement by the
Investor and the Company, the Investor shall remit by wire transfer the amount
of funds equal to the aggregate purchase price for the Shares
being purchased by the Investor to the following account designated by the
Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement
(the “Escrow Agreement”) dated as of the date
hereof, by and among the Company, the Placement Agents and JPMorgan Chase Bank,
N.A. (the “Escrow Agent”):


 


JPMorgan Chase Bank, N.A.


ABA # 021000021


Account Name: Orient-Express Hotels Ltd.


Account Number: 796701894


Attention: Audrey Mohan


Tel: (212) 623-5078


 


Such funds shall be held in escrow until the Closing
and delivered by the Escrow Agent on behalf of the Investors to the Company
upon the satisfaction, in the sole judgment of LCM, of the conditions set forth
in Section 3.2(b) hereof. 
The Placement Agents shall have no rights in or to any of the escrowed
funds, unless the Placement Agents and the Escrow Agent are notified in writing
by the Company in connection with the Closing that a portion of the escrowed
funds shall be applied to the Placement Fee. 
The Company agrees to indemnify and hold the Escrow Agent harmless from
and against any and all losses, costs, damages, expenses and claims (including,
without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise
with respect to the funds held in escrow pursuant hereto or arising under the
Escrow Agreement, unless it is finally determined that such Losses resulted
directly from the willful misconduct or gross negligence of the Escrow
Agent.  Anything in this Agreement to the
contrary notwithstanding, in no event shall the Escrow Agent be liable for any
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been
advised of the likelihood of such loss or damage and regardless of the form of
action.


 


(b)           Delivery
Versus Payment through The Depository Trust Company.  If the Investor elects to settle the Shares purchased by such Investor by
delivery versus payment through DTC; no
later than one (1) business day after the execution of this Agreement by
the Investor and the Company, the Investor shall confirm that
the account or accounts at LCM to be credited with 


 


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the Shares
being purchased by the Investor have a minimum balance equal to the
aggregate purchase price for the Shares
being purchased by the Investor.


 


3.4          Delivery of
Shares.


 


(a)           DWAC Delivery.  If the
Investor elects to settle the Shares included in purchased by such Investor
through DTC’s DWAC delivery system, no later than one (1) business day
after the execution of this Agreement by the Investor and the Company, the
Investor shall direct the broker-dealer at which the account or accounts to be
credited with the Shares being purchased by such Investor are maintained, which
broker/dealer shall be a DTC participant, to set up a DWAC instructing the
Transfer Agent to credit such account or accounts with the Shares.  Such DWAC instruction shall indicate the
settlement date for the deposit of the Shares, which date shall be provided to
the Investor by LCM.  Simultaneously with
the delivery to the Company by the Escrow Agent of the funds held in escrow pursuant
to Section 3.3 above, the Company shall direct the Transfer Agent to
credit the Investor’s account or accounts with the Shares pursuant to the
information contained in the DWAC.


 


(b)           Delivery Versus
Payment through The Depository Trust Company.  If the
Investor elects to settle the Shares purchased by such Investor by delivery
versus payment through DTC; no later than
one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall notify LCM of the account or
accounts at LCM to be credited with the Shares being purchased by such
Investor.  On the Closing Date, the
Company shall deliver the Shares to the Investor through DTC directly to the
account(s) at LCM identified by Investor and simultaneously therewith
payment shall be made by LCM by wire transfer to the Company.


 


4.             Representations,
Warranties and Covenants of the Investor.


 


The Investor acknowledges, represents and warrants to, and agrees with,
the Company and the Placement Agents that:


 


4.1          The
Investor (a) is knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions
with respect to, investments in shares presenting an investment decision like
that involved in the purchase of the Shares,
including investments in securities issued by the Company and investments in
comparable companies, (b) has answered all questions on the Signature Page and
the Investor Questionnaire and the answers thereto are true and correct as of
the date hereof and will be true and correct as of the Closing Date and (c) in
connection with its decision to purchase the number of Shares set forth on the Signature Page, has received and is
relying solely upon (i) the Disclosure Package and the documents
incorporated by reference therein and (ii) the Offering Information.


 


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4.2          (a) No action has been or will be
taken in any jurisdiction outside the United States by the Company or the
Placement Agents that would permit an offering of any Shares, or possession or
distribution of offering materials in connection with the issue of the Shares
in any jurisdiction outside the United States where action for that purpose is
required, (b) if the Investor is outside the United States, it will comply
with all applicable laws and regulations in each foreign jurisdiction in which
it purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense and (c) the
Placement Agents are not authorized to make and have not made any
representation, disclosure or use of any information in connection with the
issue, placement, purchase and sale of the Shares, except as set forth in the
Company’s public filings (which are available via EDGAR) or incorporated by
reference in the Base Prospectus or the Prospectus.


 


4.3          (a) The Investor has
full right, power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement,
and (b) this Agreement constitutes a valid and binding obligation of the
Investor enforceable against the Investor in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and except as to the enforceability of any
rights to indemnification or contribution that may be violative of the public
policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation).


 


4.4          The Investor understands that nothing
in this Agreement, the Disclosure Package, the Prospectus or any other
materials presented to the Investor in connection with the purchase and sale of
the Shares constitutes legal, tax or investment advice.  In connection with its purchase of Shares, the Investor
has consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate and is not relying upon any
advice or representations of the Placement Agents. The decision of the Investor to purchase the Shares has been made by the Investor independently of the Placement Agents and
any other Investor.


 


4.5          Since
the date on which the Company or the Placement Agents first contacted such
Investor about the Offering, the Investor has not engaged in any transactions
in the securities of the Company (including, without limitation, any Short
Sales (as defined herein) involving the Company’s securities).  The Investor covenants that it will not
engage in any transactions in the securities of the Company (including Short
Sales) prior to the time that the transactions contemplated by this Agreement
are publicly disclosed.  The Investor
agrees that it will not use any of the Shares acquired pursuant to this
Agreement to cover any short position in the class A common shares if doing so
would be in violation of applicable securities laws.  For purposes hereof, “Short Sales” include,
without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, whether or not against the box,
and all types of direct and indirect stock pledges, forward sales contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as
defined in Rule 16a-1(h) under the Exchange Act) and similar
arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated brokers. The
Investor understands this it is solely responsible for its compliance with applicable
securities and other laws with respect to its investment in the Shares.


 


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5.             Survival
of Representations, Warranties and Agreements; Third Party Beneficiary.  Notwithstanding any investigation made by any party to this Agreement
or by the Placement Agents, all covenants, agreements, representations and
warranties made by the Company and the Investor herein will survive the
execution of this Agreement, the delivery to the Investor of the Shares being purchased
and the payment therefor.  The Placement
Agents and Lazard Fréres & Co. shall be third party beneficiaries with
respect to the representations, warranties and agreements of the Investor in Section 4
hereof.


 


6.             Notices.  All notices, requests, consents and other communications hereunder will
be in writing, will be mailed (a) if within the domestic United States by
first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile or (b) if delivered from
outside the United States, by International Federal Express or facsimile, and
will be deemed given (i) if delivered by first-class registered or
certified mail domestic, three business days after so mailed, (ii) if
delivered by nationally recognized overnight carrier, one business day after so
mailed, (iii) if delivered by International Federal Express, two business
days after so mailed and (iv) if delivered by facsimile, upon electric
confirmation of receipt and will be delivered and addressed as follows:


 


(a)                      if to the
Company, to:


 


Orient-Express Hotels Ltd.


1114 Avenue of the Americas


New Yor k,
NY 10036


Attention: 
Edwin Hetherington, VP, GC and Secretary


Facsimile:
(212) 302-5199


 


with copies to:


 


Carter Ledyard & Milburn LLP


2 Wall Street


New York, NY 10005


Attention: Vincent Monte-Sano, Esq.


Facsimile: (212) 732-3232


 


(b)                           if to the
Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in writing.


 


7.             Changes.  This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.


 


8.             Headings.  The headings of the various sections of this Agreement have been
inserted for convenience of reference only and will not be deemed to be part of
this Agreement.


 


9.             Severability.  In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby.


 


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10.          Governing
Law.  This Agreement will be governed by, and
construed in accordance with, the internal laws of the State of New York, without
giving effect to the principles of conflicts of law that would require the
application of the laws of any other jurisdiction.


 


11.          Counterparts.  This Agreement may be executed in two or more counterparts, each of
which will constitute an original, but all of which, when taken together, will
constitute but one instrument, and will become effective when one or more
counterparts have been signed by each party hereto and delivered to the other
parties.  The Company and the Investor
acknowledge and agree that the Company shall deliver its counterpart to the
Investor along with the Prospectus Supplement (or the filing by the Company of
an electronic version thereof with the Commission).


 


12.          Confirmation
of Sale.  The Investor acknowledges and agrees that
such Investor’s receipt of the Company’s counterpart to this Agreement,
together with the Prospectus Supplement (or the filing by the Company of an
electronic version thereof with the Commission), shall constitute written
confirmation of the Company’s sale of Shares to such Investor.


 


13.          Press
Release.  The Company and the Investor agree that the
Company shall issue a press release announcing the Offering and disclosing all
material terms and conditions of the Offering prior to the opening of the
financial markets in New York City on the business day immediately after the
date hereof.


 


14.          Termination.  In
the event that the Placement Agreement is terminated by the Placement Agents
pursuant to the terms thereof, this Agreement shall terminate without any further
action on the part of the parties hereto.


 


Prior to accepting this Subscription Agreement, Orient-Express Hotels
Ltd. (the “Company”) will file a registration statement (including a
prospectus) with the SEC for the offering to which this communication
relates.  Before you invest, you should
read the prospectus in that registration statement and other documents the
Company has filed with the SEC for more complete information about the Company
and this offering.  You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Company will arrange to
send you the prospectus after filing if you request it by calling (212)
302-5055.


 


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