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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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4.1
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Rights Agreement dated as of June 1, 2000, and amended and restated as of April 12, 2007, between the Company and Computershare Trust Company, N.A., as rights agent, filed as Exhibit 1 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A dated April 23, 2007, for the Company’s preferred share purchase rights, and incorporated herein by reference.
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4.2
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Amendment No. 1 dated December 10, 2007 to amended and restated Rights Agreement, filed as Exhibit 4.2 to the Company’s Form 8-K Current Report on December 10, 2007 and incorporated herein by reference.
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4.3
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Amendment No. 2 dated as of May 27, 2010 to Amended and Restated Rights Agreement between the Company and Computershare Trust Company, N.A., as Rights Agent.
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ORIENT-EXPRESS HOTELS LTD.
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Date:
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May 27, 2010
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By:
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/s/ Edwin S. Hetherington
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Name:
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Edwin S. Hetherington
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Title:
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Vice President, General Counsel and
Secretary
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Exhibit No.
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Description
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4.1
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Rights Agreement dated as of June 1, 2000, and amended and restated as of April 12, 2007, between the Company and Computershare Trust Company, N.A., as rights agent, filed as Exhibit 1 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A dated April 23, 2007, for the Company’s preferred share purchase rights, and incorporated herein by reference.
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4.2
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Amendment No. 1 dated December 10, 2007 to amended and restated Rights Agreement, filed as Exhibit 4.2 to the Company’s Form 8-K Current Report on December 10, 2007 and incorporated herein by reference.
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4.3
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Amendment No. 2 dated as of May 27, 2010 to Amended and Restated Rights Agreement between the Company and Computershare Trust Company, N.A., as Rights Agent.
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1.
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Section 2. Appointment of Rights Agent.
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2.
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Section 3. Issue of Right Certificates
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3.
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Section 7.
Exercise of Rights; Purchase Price; Expiration Date of Rights
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4.
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Section 7.
Exercise of Rights; Purchase Price; Expiration Date of Rights
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5.
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Section 21. Change of Rights Agent.
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(a)
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The first sentence of Section 21 of the Rights Agreement is hereby amended to delete the following language: “and to the holders of the Right Certificates by first-class mail”.
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(b)
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The sixth sentence of Section 21 of the Rights Agreement is hereby amended to insert at the end thereof the following language:
”, including the capital and surplus of its affiliates”.
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6.
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Exhibit B. Form of Right Certificate
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7.
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Governing Law
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8.
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Effectiveness
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9.
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Counterparts
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Attest:
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ORIENT-EXPRESS HOTELS LTD.
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By:
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/s/ Edwin S. Hetherington
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By:
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/s/ Paul M. White
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Name:
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Edwin S. Hetherington
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Name:
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Paul M. White
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Title:
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Vice President, General Counsel and
Secretary
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Title:
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President and Chief Executive Officer
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Attest:
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COMPUTERSHARE TRUST COMPANY, N.A.
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By:
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/s/ Suzanne S. O’Brien
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By:
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/s/ Dennis V. Moccia
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Name:
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Suzanne S. O’Brien
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Name:
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Dennis V. Moccia
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Title:
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Corporate Counsel
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Title:
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Manager, Contract Administration
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