-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WzD/BM1E9tufILaDD7FJcsEvy/PYSLIZST7eYFJvQ0WYP04uRBxbQ3QQH2zSOod0 VluK6jiCree24mEtpLyNTg== 0000893838-03-000097.txt : 20030403 0000893838-03-000097.hdr.sgml : 20030403 20030403150359 ACCESSION NUMBER: 0000893838-03-000097 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CEMENT MERCHANTS SA CENTRAL INDEX KEY: 0001221952 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 777 STEINORT 175 STREET 2: TRIESENBERG CITY: PRINCIPALITY OF LIECHTENSTEIN STATE: N2 ZIP: FL 9497 BUSINESS PHONE: 4232623332 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERZNER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000914444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 980136554 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46844 FILM NUMBER: 03638433 BUSINESS ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: SUN INTERNATIONAL HOTELS LTD DATE OF NAME CHANGE: 19931104 SC 13D 1 cmsasch13d.htm SCHEDULE 13D 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Rule 13d - 101

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)¹

Kerzner International Limited (formerly known as Sun International Hotels Limited)
(Name of Issuer)

Ordinary shares, $0.001 par value per share
(Title of Class of Securities)

P8797T133
(CUSIP Number)

Jerome C. Katz, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2002
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 14

Exhibit Index on Page 14 of 14


CUSIP No. P8797T133	13D

1.		Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Familienstiftung Von Rantzau-Essberger

2.		Check the Appropriate Box If a Member of a Group	(a) [_] (b) [X]

3.		SEC Use Only

4.		Source of Funds WC See Item 3.

5.		Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	[_]

6.		Citizenship or Place of Organization Liechtenstein

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power 74,550

	8.	Shared Voting Power 2,403,652^*

	9.	Sole Dispositive Power 74,550

	10.	Shared Dispositive Power 4,018,293^**

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,092,843^***

12.		Check If the Aggregate Amount in Row (11) Excludes Certain Shares	[_]

13.		Percent of Class Represented by Amount in Row (11) 14.6%

14.		Type of Reporting Person OO

Consists of: (i) 1,815,421 Ordinary Shares held by Cement Merchants S.A.; and (ii) 588,231 Ordinary Shares with respect to which Cement Merchants S.A. holds a proxy. See Item 6.

^**

1,815,421 of the Ordinary Shares are held by Cement Merchants S.A.; Familienstiftung Von Rantzau-Essberger is the sole shareholder of Cement Merchants S.A. 2,202,872 of the Ordinary Shares are held by Royale Resorts Holdings Limited or Royale Resorts International Limited, a 100% owned and controlled subsidiary of Royale Resorts Holdings Limited. Familienstiftung Von Rantzau-Essberger is an indirect 26.7% shareholder of Royale Resorts Holdings Limited and Royale Resorts Holdings Limited has agreed not to transfer such 2,202,872 Ordinary Shares without the consent of Cement Merchants S.A. Accordingly, Familienstiftung Von Rantzau-Essberger may be deemed to share dispositive power with respect to such 2,208,872 Ordinary Shares.

^***

Consists of: (i) 74,550 Ordinary Shares held directly by Familienstiftung Von Rantzau-Essberger; (ii) 1,815,421 Ordinary Shares held by Cement Merchants S.A. and acquired by it in distributions from Royale Resorts Holdings Limited and Sun International Inc. in November and December 2002; and (iii) 2,202,872 Ordinary Shares held by Royale Resorts Holdings Limited or Royale Resorts International Limited over which Familienstiftung Von Rantzau-Essberger may be deemed to share dispositive power with Cement Merchants S.A. and Royale Resorts Holdings Limited.

Page 2 of 14


CUSIP No. P8797T133	13D

1.		Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Cement Merchants S.A.

2.		Check the Appropriate Box If a Member of a Group	(a) [_] (b) [X]

3.		SEC Use Only

4.		Source of Funds WC, OO See Item 3.

5.		Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	[_]

6.		Citizenship or Place of Organization Republic of Panama

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 2,403,652^†

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 4,018,293^††

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,018,293

12.		Check If the Aggregate Amount in Row (11) Excludes Certain Shares	[_]

13.		Percent of Class Represented by Amount in Row (11) 14.3%

14.		Type of Reporting Person CO

^†

Consists of: (i) 1,815,421 Ordinary Shares held by Cement Merchants S.A.; and (ii) 588,231 Ordinary Shares with respect to which Cement Merchants S.A. holds a proxy.

^††

Consists of: (i) 1,815,421 Ordinary Shares held by Cement Merchants S.A. and acquired by it in distributions from Royale Resorts Holdings Limited and Sun International Inc. in November and December 2002; and (ii) 2,202,872 Ordinary Shares over which Cement Merchants S.A. may be deemed to share dispositive power with Familienstiftung Von Rantzau-Essberger and Royale Resorts Holdings Limited. The 2,202,872 Ordinary Shares referred to in the preceding clause (i) are held by Royale Resorts Holdings Limited or Royale Resorts International Limited, a 100% owned and controlled subsidiary of Royale Resorts Holdings Limited. Cement Merchants S.A. is the effective 26.7% shareholder of Royale Resorts Holdings Limited and Royale Resorts Holdings Limited has agreed not to transfer such 2,202,872 Ordinary Shares without the consent of Cement Merchants S.A. Accordingly, Familienstiftung Von Rantzau-Essberger may be deemed to share dispositive power with respect to such 2,202,872 Ordinary Shares.

Page 3 of 14


CUSIP No. P8797T133

Item 1. Security and Issuer.

This statement relates to the ordinary shares, $0.001 par value per share (the “Ordinary Shares”), of Kerzner International Limited (formerly known as Sun International Hotels Limited), a corporation organized under the laws of the Commonwealth of the Bahamas (“Kerzner”). The address of the principal executive offices of Kerzner is Coral Towers, Paradise Island, The Bahamas.

Item 2. Identity and Background.

This statement is filed on behalf of the following entities:

(i)

Familienstiftung Von Rantzau-Essberger,
a Liechtenstein discretionary foundation
(the "CMSA Trust" and, together with Cement Merchants S.A.,
the "Reporting Persons")
Steinort 175, P.O. Box 777
FL-9497 Triesenberg
Principality of Liechtenstein

(ii)

Cement Merchants S.A., a Panamanian corporation
(“CMSA” and, together with the CMSA Trust, the “Reporting Persons”)
Steinort 175, P.O. Box 777
FL-9497 Triesenberg
Principality of Liechtenstein

The CMSA Trust is the sole shareholder of CMSA and, through its ownership of CMSA, is an indirect 26.7% shareholder of Royale Resorts Holdings Limited. CMSA, an investment company, owns, directly and indirectly, 26.7% of Royale Resorts Holdings Limited, an investment holding company incorporated in Bermuda (“RRHL”). 1.7% of this interest is held directly by CMSA and 25% is held indirectly by CMSA via its 50% interests in each of International Resorts Limited (“International Resorts Bermuda”) and Royale Holdings (Bermuda) Limited (“Royale Bermuda”), both investment holding companies incorporated in Bermuda and each holding direct interests of 25% in RRHL. Royale Holdings Establishment, a Liechtenstein Anstalt (“Royale Holdings Establishment”) owns directly and indirectly 73.3% of RRHL. 48.3% of this interest is held directly by Royale Holdings Establishment, and 25% indirectly via its 50% interests in each of International Resorts Bermuda and Royale Bermuda.

The executive officers and directors of the Reporting Persons, their business addresses and citizenship are set forth on Appendix A and are incorporated herein by reference.

The current organizational structure described above is summarized on Appendix B and is incorporated herein by reference.

Page 4 of 14

Item 3. Source and Amount of Funds or Other Consideration.

The 74,550 Ordinary Shares owned directly by the CMSA Trust were acquired by the CMSA Trust with working capital on the open market as follows: (i) 33,000 Ordinary Shares for approximately $1.23 million in January 1997; and (ii) 41,550 Ordinary Shares for approximately $950,000 in September 1999.

CMSA acquired 1,815,421 of the Ordinary Shares owned directly by it as follows: (i) 965,421 Ordinary Shares were received by CMSA by way of dividends and distributions from RRHL in November and December 2002 (having an aggregate value at the time of transfer of approximately $19.3 million); (ii) 450,000 Ordinary Shares (having a value on such date of approximately $8.9 million) were transferred by Sun International Inc. (“Sun International”) to CMSA on November 22, 2002 as consideration for CMSA’s indirect holding in a subsidiary of RRHL acquired by Sun International; and (iii) 400,000 Ordinary Shares were transferred by Sun International to CMSA on December 23, 2002 as additional consideration in connection with the transaction described in clause (ii) of this Item 3.

The transfers of Ordinary Shares described in the preceding paragraph had the effect of decreasing the number of: (i) Option Shares (as defined below in Item 6) held by CMSA from 1,150,000 Ordinary Shares to 588,231 Ordinary Shares; and (ii) CMSA Proxy Shares (as defined below in Item 6) from 1,686,984 Ordinary Shares to 588,231 Ordinary Shares.

Item 4. Purpose of Transaction.

On November 22, 2002, RRHL distributed 613,939 Ordinary Shares (having an aggregate value on such date of approximately $12.2 million) to its shareholders CMSA (163,939 Ordinary Shares) and Sun International (450,000 Ordinary Shares). Immediately thereafter, Sun International transferred the 450,000 Ordinary Shares (having a value on such date of approximately $8.9 million) to CMSA as consideration for CMSA’s indirect holding in a subsidiary of RRHL acquired by Sun International.

On December 20, 2002, CMSA received 655,758 Ordinary Shares (having a value on such date of approximately $13.0 million) by way of a dividend from RRHL.

On December 23, 2002, CMSA received a distribution of 145,724 Ordinary Shares (having a value on such date of approximately $3.0 million) from RRHL. On the same date, RRHL also distributed 400,000 Ordinary Shares (having a value on such date of approximately $8.1 million) to Sun International. Immediately thereafter, Sun International transferred the 400,000 Ordinary Shares to CMSA as additional consideration for CMSA’s indirect holding in a subsidiary of RRHL acquired by Sun International.

Page 5 of 14

None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Appendix A attached hereto, has any present plans or intentions which relate to or would result in: (i) the acquisition by any person of any additional securities of Kerzner, or the disposition of securities of Kerzner; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Kerzner or any of its subsidiaries; (iii) the sale or transfer of a material amount of assets of Kerzner or any of its subsidiaries; (iv) any change in the present board of directors or management of Kerzner, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Kerzner; (vi) any other material change in Kerzner’s business or corporate structure; (vii) changes in Kerzner’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Kerzner by any person; (viii) a class of securities of Kerzner being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity security of Kerzner becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.


		Ordinary Shares	Percent

(a)	CMSA Trust	4,092,843*	(14.6%)
	CMSA	4,018,293*	(14.3%)

*As of November 30, 2002, Kerzner had 28,109,831 Ordinary Shares outstanding according to its final prospectus supplement, dated December 12, 2002, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.


(b)	CMSA Trust	Ordinary Shares	Percent

	Sole Voting Power	74,550	(.27%)
	Shared Voting Power	2,403,652	(8.6%)
	Sole Dispositive Power	74,550	(.27%)
	Share Dispositive Power	4,018,293	(14.3%)

The CMSA Trust may be deemed to share (a) voting power with CMSA with respect to the 2,403,652 Ordinary Shares, consisting of 1,815,421 Ordinary Shares held by CMSA and 588,231 Ordinary Shares with respect to which CMSA holds a proxy (as described in Item 6) and (b) dispositive power with (i) CMSA with respect to the 1,815,421 Ordinary Shares held by CMSA and (ii) CMSA and RRHL with respect to the 2,202,872 Ordinary Shares held by RRHL and Royale Resorts International Limited, a Bermuda corporation and a wholly-owned subsidiary of RRHL (“RRIL”).


CMSA	Ordinary Shares	Percent

Sole Voting Power	0	(0%)
Shared Voting Power	2,403,652	(8.6%)
Sole Dispositive Power	0	(0%)

Page 6 of 14



	Share Dispositive Power	4,018,293	(14.3%)

CMSA may be deemed to share (a) voting power with the CMSA Trust with respect to 2,403,652 Ordinary Shares, consisting of 1,815,421 Ordinary Shares held by CMSA and 588,231 Ordinary Shares with respect to which CMSA holds a proxy (as described in Item 6) and (b) dispositive power with (i) the CMSA Trust with respect to the 1,815,421 Ordinary Shares held by CMSA and (ii) the CMSA Trust and RRHL with respect to the 2,202,872 Ordinary Shares held by RRHL and RRIL.

(c)

No transactions in the Ordinary Shares have been effected during the past 60 days by either the Reporting Persons or the persons indentified on Appendix A.

(d)

Except as described in Item 2 and Item 6, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held by the Reporting Persons.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The rights of CMSA with respect to its ownership participation in RRHL are governed by a Shareholders’ Agreement, dated 9 May 1988, as amended (the “Shareholders’ Agreement”). The Shareholders’ Agreement was amended by a Supplemental Agreement, dated as of July 2, 2001, by and between Sun Hotels International, Sun International, Royale Holdings Establishment, International Resorts Bermuda, CMSA, Royale Bermuda, Kersaf Investments Limited (“Kersaf”) and RRHL (the “Kersaf/CMSA Supplemental Agreement”). Pursuant to the Kersaf/CMSA Supplemental Agreement, RRHL agreed not to sell, transfer or otherwise dispose of any Ordinary Shares, subject to certain limited exceptions, without the prior written consent of each of CMSA and Kersaf. In addition, pursuant to the Kersaf/CMSA Supplemental Agreement, RRHL granted to CMSA a five-year option to purchase all or part of 1,150,000 Ordinary Shares (the “Option Shares”) at a purchase price equal to the volume-weighted trading share price of the Ordinary Shares on the 5 business days preceding (and excluding) the date of the relevant notice exercising the option. The transfers of Ordinary Shares to CMSA by RRHL and Sun International in November and December 2002 had the effect of decreasing the number of Option Shares from 1,150,000 Ordinary Shares to 588,231 Ordinary Shares. CMSA’s option to purchase the remaining 588,231 Option Shares expires on July 2, 2006; these Option Shares are held by RRHL. CMSA currently holds a proxy to vote the remaining Option Shares (as described below). The Kersaf/CMSA Supplemental Agreement is attached hereto as Exhibit A and is incorporated herein by reference.

Pursuant to an irrevocable proxy dated as of July 3, 2001 (the “Proxy”), by and among SIIL, World Leisure Group Limited (“WLG”), Kersaf, Caledonia Investments PLC (“Caledonia”), Mangalitsa Limited (“Mangalitsa”), CMSA, Rosegrove, RRHL and Sun International, SIIL, Rosegrove and RRHL granted CMSA the right to vote 1,686,984 Ordinary Shares (the “CMSA Proxy Shares”) in the aggregate. The Proxy is attached hereto as Exhibit B and is incorporated herein by reference. The Proxy, by its terms, terminated as to 1,098,753 of the CMSA Proxy Shares upon the transfer of such

Page 7 of 14

Ordinary Shares to CMSA by RRHL and Sun International in November and December 2002 as described in Item 4. As a result of those transfers, there are 588,231 CMSA Proxy Shares remaining which are held by RRHL; the proxy with respect to such Ordinary Shares will terminate upon the transfer of such Ordinary Shares by RRHL to CMSA.

Pursuant to a Registration Rights and Governance Agreement, dated as of July 3, 2001, by and among Kerzner, SIIL, WLG, Kersaf, Caledonia, Mangalitsa, CMSA, Rosegrove, RRHL and Sun International (the “Registration Rights Agreement”), CMSA has the right to designate one member to the Board of Directors of Kerzner. The Registration Rights Agreement is attached hereto as Exhibit C and is incorporated herein by reference. Mr. Heinrich von Rantzau is currently one of Kerzner’s five directors and is CMSA’s designated member of the Board of Directors. The right of CMSA to designate a Kerzner director terminates, at any time, when CMSA beneficially owns less than one million (1,000,000) Ordinary Shares. At such time, CMSA must cause the immediate resignation of its nominee pursuant to the Registration Rights Agreement.

The ability of CMSA to transfer, pledge or otherwise dispose of the Ordinary Shares held by it is restricted by the terms and conditions of the Registration Rights Agreement. The Registration Rights Agreement permits CMSA and its affiliates to sell Ordinary Shares owned by them in one or more underwritten public offerings of no less than one million (1,000,000) Ordinary Shares by requesting Kerzner to register such Ordinary Shares under the Securities Act of 1933, as amended. CMSA also has the right to include its Ordinary Shares in a registration initiated by an entity other than CMSA in accordance with the terms of the Registration Rights Agreement and subject to the limitations and restrictions set forth therein. CMSA may also sell Ordinary Shares through Kerzner’s brokers in open market transactions (each, a “Broker Sale”); provided, however, that CMSA must enter into a brokerage agreement with one of Kerzner’s brokers prior to effecting any Broker Sales. The Registration Rights Agreement also permits CMSA to sell or exchange Ordinary Shares pursuant to an Unsolicited Tender Offer (as defined in the Registration Rights Agreement).

Subject to certain limited exceptions, pursuant to the Registration Rights Agreement, CMSA has agreed not to, and has agreed to cause its affiliates not to, at any time prior to June 30, 2006, (a) purchase or otherwise acquire, or propose or offer to purchase or acquire, or become the beneficial owner of, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise, any equity securities of Kerzner, (b) request Kerzner (or its directors, officers, employees, or agents) to amend or waive any of the provisions contained in Article II of the Registration Rights Agreement, or (c) propose, publicly disclose any intention to disclose, vote for or otherwise consummate any Business Combination (as defined in the Registration Rights Agreement) or (d) take any other action which would reasonably be expected to require pursuant to law, Kerzner to make a public announcement regarding the possibility of a Business Combination. The Registration Rights Agreement provides that CMSA and its affiliates may purchase or acquire any Ordinary Shares so long as CMSA and its affiliates do not beneficially own in excess of 4,000,000 Ordinary Shares.

Page 8 of 14

Item 7. To Be Filed as Exhibits

Exhibit No.	Description	Page

A	Supplemental Agreement, dated as of July 3, 2001,	A-1
	between and among Sun Hotels International, Sun
	International, Inc., Royale Holdings Establishment,
	International Resorts Limited, Cement Merchants
	S.A., Royale Holdings (Bermuda) Limited, Kersaf
	Investments Limited and Royale Resorts Holdings
	Limited.

B	Irrevocable Proxy Agreement, dated as of July 3,	B-1
	2001, by and among Kerzner International Limited,
	Sun International Investments Limited, World Leisure
	Group Limited, Kersaf Investments Limited, Caledonia
	Investments PLC, Mangalitsa Limited, Cement
	Merchants S.A., Rosegrove Limited, Royale Resorts
	Holdings Limited and Sun International Inc.

C	Registration Rights and Governance Agreement, dated	C-1
	as of July 3, 2001, by and among Kerzner
	International Limited, Sun International Investments
	Limited, World Leisure Group Limited, Kersaf
	Investments Limited, Caledonia Investments PLC,
	Mangalitsa Limited, Cement Merchants S.A., Rosegrove
	Limited, Royale Resorts Holdings Limited and Sun
	International Inc.

Page 9 of 14

Signatures

After reasonable inquiry and to the best knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: April 3, 2003

FAMILIENSTIFTUNG VON RANTZAU-ESSBERGER

By:  /s/ Dr. Hans Eggenberger
        Name:    Dr. Hans Eggenberger
        Title:      Board Member

CEMENT MERCHANTS S.A.

By:  /s/ Dr. Hans Eggenberger
        Name:    Dr. Hans Eggenberger
        Title:      Director

Page 10 of 14

APPENDIX A


CUSIP No. P8797T133

Directors & Executive Officers
of the Reporting Persons

FAMILIENSTIFTUNG VON RANTZAU-ESSBERGER

NAME/TITLE	BUSINESS ADDRESS	CITIZENSHIP

Dr. Hans Eggenberger	Steinort 175, P.O. Box 777	Swiss
Board Member	FL-9497 Triesenberg
	Liechtenstein


Siegfried von Bonin	Steinwiesstrasse 4	German
Board Member	CH-8032 Zürich
	Switzerland

CEMENT MERCHANTS S.A.

NAME/TITLE	BUSINESS ADDRESS	CITIZENSHIP

Dr. Hans Eggenberger	Steinort 175, P.O. Box 777	Swiss
Director, President	FL-9497 Triesenberg
	Liechtenstein

Gerhard Meier	Steinort 175, P.O. Box 777	Liechtenstein
Director, Vice President,	FL-9497 Triesenberg
Treasurer	Liechtenstein

Hans Preg	Steinort 175, P.O. Box 777	Swiss
Director, Secretary	FL-9497 Triesenberg
	Liechtenstein

Page 11 of 14

EXHIBITS TO SCHEDULE 13D

(Rule 13d-101)

for

KERZNER INTERNATIONAL LIMITED

Ordinary Shares, $0.001 par value per share

CUSIP Number: P8797T133

Page 13 of 14

EXHIBIT INDEX

Exhibit No.	Description	Page

A	Supplemental Agreement, dated as of July 3, 2001,	A-1
	between and among Sun Hotels International, Sun
	International, Inc., Royale Holdings Establishment,
	International Resorts Limited, Cement Merchants S.A.,
	Royale Holdings (Bermuda) Limited, Kersaf Investments
	Limited and Royale Resorts Holdings Limited.

B	Irrevocable Proxy Agreement, dated as of July 3,	B-1
	2001, by and among Kerzner International Limited, Sun
	International Investments Limited, World Leisure
	Group Limited, Kersaf Investments Limited, Caledonia
	Investments PLC, Mangalitsa Limited, Cement Merchants
	S.A., Rosegrove Limited, Royale Resorts Holdings
	Limited and Sun International Inc.

C	Registration Rights and Governance Agreement, dated	C-1
	as of July 3, 2001, by and among Kerzner
	International Limited, Sun International Investments
	Limited, World Leisure Group Limited, Kersaf
	Investments Limited, Caledonia Investments PLC,
	Mangalitsa Limited, Cement Merchants S.A., Rosegrove
	Limited, Royale Resorts Holdings Limited and Sun
	International Inc.

Page 14 of 14

EX-99 2 cmsa13dexb.htm EXHIBIT B - IRREVOCABLE PROXY AGREEMENT Exhibit to Schedule 13D/A

EXECUTION COPY

IRREVOCABLE PROXY AGREEMENT

PROXY AGREEMENT (this “Agreement”), dated as of July 3, 2001, by and among Sun International Hotels Limited, a company incorporated under the laws of The Bahamas (the “Company”), Sun International Investments Limited, a company incorporated under the laws of the British Virgin Islands (“SIIL”), World Leisure Group Limited, a company incorporated under the laws of the British Virgin Islands (“WLG”), Kersaf Investments Limited, a company incorporated under the laws of the Republic of South Africa (“Kersaf”), Caledonia Investments PLC, a company incorporated under the laws of England (“Caledonia”), Mangalitsa Limited, a company incorporated under the laws of The Bahamas (“Mangalitsa”), Cement Merchants SA, a company incorporated under the laws of Panama (“CMS”), Rosegrove Limited, a company incorporated under the laws of the British Virgin Islands (“Rosegrove”), Royale Resorts Holdings Limited, a company incorporated under the laws of Bermuda (“RRHL”), and Sun International Inc., a company incorporated under the laws of Panama (“SINC”).

WHEREAS, contemporaneously herewith, the parties hereto, among others, have entered into a Registration Rights and Governance Agreement (the “Governance Agreement”);

WHEREAS, the Governance Agreement provides, among other things, that the parties to this Agreement listed on Exhibit A hereto as grantors (each, a “Grantor”) has agreed to grant an irrevocable proxy (each, a “Proxy”) to each of the parties to this Agreement listed opposite the name of such Grantor on Exhibit A (each, a “Grantee”).

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein and in the Governance Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Governance Agreement.

2. Grant. Each Grantor hereby appoints to each Grantee a Proxy to represent and vote the Proxy Shares (as defined in Section 3) held of record by such Grantor on the record date for determining the shareholders of the Company eligible to vote on the matter at issue (the “Record Date”), for and in the name, place and stead of such Grantor at all regular, special or other meetings of the Company’s shareholders and at any adjournment of such meetings, held during the time this Agreement is in effect

pursuant to Section 4, and to act by consent in lieu of a meeting, or otherwise, with respect to the Proxy Shares at all times this Proxy is in effect pursuant to Section 4, in order that such Proxy Shares be voted the same as those Shares held of record by each such Grantee.

3. Proxy Shares. The term “Proxy Shares” shall mean with respect to each Grantee (a) the ordinary shares, par value $0.001 per share, of the Company held of record by each Grantor as set forth on Exhibit A (including any dividends in kind thereon) or (b) any other class of stock resulting from any reclassification, exchange, substitution, combination, stock split or reverse stock split, including in connection with any merger or otherwise, of such ordinary shares.

4. Scope and Term. Each Grantor acknowledges and agrees that each Proxy granted pursuant to this Agreement is irrevocable and is coupled with an interest. Each Proxy shall be effective as of the date hereof and shall remain in effect until all of the Proxy Shares subject to this Agreement are sold or foreclosed upon by the Company pursuant to that certain Stock Pledge Agreement, dated as of the date hereof (the “Pledge Agreement”), by and among RRHL and the Company. In addition, subject to Section 5, this Proxy shall terminate (a) as to any Shares transferred (other than to any member of the Kersaf Group), including pursuant to the Distribution, in accordance with the terms of the Governance Agreement, (b) with respect to CMS Shares only, upon the transfer of such CMS Shares to any member of the CMS Group pursuant to the CMS Option or otherwise and (c) as to any Shares sold by any member of the Kersaf Group in accordance with the terms of the Governance Agreement to a Person other than any member of the Kersaf Group.

5. Transfers. If any portion of the Proxy Shares held by the applicable Grantor is hypothecated, pledged, encumbered or has a security interest granted therein (other than under and pursuant to the Pledge Agreement), the transferee of such Shares shall be bound by this Proxy (and shall execute a new proxy in the form of Exhibit B hereto). In the event of any transfer (as defined in the Governance Agreement) of all or any portion of the Proxy Shares which is not permitted to be made pursuant to the Governance Agreement, this Proxy shall remain in full force and effect and such purported transfer shall be void ab inito in accordance with Section 4.1 of the Governance Agreement.

6. Legend. (a) For so long as any Proxy is effective, the Company agrees to affix to each certificate representing Proxy Shares, the following legend:

NOTICE: THE POWER TO VOTE THE SHARES
REPRESENTED BY THIS SHARE CERTIFICATE IS
SUBJECT TO A PROXY WHICH IS IRREVOCABLE.

(b) The Company shall remove such legend upon the sale of any such Proxy Shares in accordance with the terms and conditions set forth in the Governance Agreement.

7. Representation and Warranties of the Grantor. Each Grantor hereby represents and warrants jointly but not severally to each Grantee, as follows:

(a) Existence. Each Grantor has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Power and Authority. Each Grantor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Proxies contemplated hereby, and the execution, delivery and performance of this Agreement by such Grantor and the consummation by such Grantor of the matters contemplated hereby have been duly authorized by all necessary action on the part of such Grantor, and no other proceeding on the part of such Grantor is necessary to authorize the execution, delivery or performance of this Agreement. Each Proxy has been duly and validly executed and delivered by each Grantor and, assuming the valid authorization, execution and delivery of this Proxy by the applicable Grantee, constitutes a legal, valid and binding obligation of the Grantor, enforceable against such Grantor in accordance with its terms.

(c) No Conflict. None of the execution and delivery of this Agreement by each Grantor, the consummation by such Grantor of the Proxy contemplated hereby or compliance by such Grantor with any of the provisions hereof shall (i) conflict with or violate the Charter Documents of such Grantor, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, lease, permit, franchise, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Grantor is a party or by which such Grantor or any of his or its properties or assets (including the Proxy Shares) may be bound, or (iii) violate any order, writ, injunction, decree, judgment, law, statute, rule, regulation or administrative or arbitral order applicable to such Grantor or any of its properties or assets.

(d) Title to the Owned Shares. Each Grantor is the holder of record of the Proxy Shares set forth opposite its name on Exhibit A. Such Proxy Shares (and with respect to any member of a Group, the Proxy Shares set forth opposite the names of the members of such Group on Exhibit A) are all the securities of the Company either Beneficially Owned or owned of record by such Grantor as of the date hereof and the Grantor owns no other Equity Securities. Except to the extent set forth in the Pledge

Agreement, (i) such Proxy Shares are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Grantor’s voting rights, charges and other encumbrances of any nature whatsoever and (ii) such Grantor has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Proxy Shares.

8. Covenants.

(a) No Inconsistent Agreements. Each Grantor hereby covenants and agrees that, except as contemplated by this Agreement and the Pledge Agreement, it shall not enter into any agreement, arrangement or understanding (including, without limitation, any voting agreement) with, or grant a proxy or power of attorney to, any Person (other than the Grantees) with respect to the Proxy Shares.

(b) Reduction. Each Grantor and Grantee covenants and agrees that, upon consummation of a sale by any Grantor of any Proxy Shares, (i) in the case of a sale of Proxy Shares other that those in respect of which a Proxy has been granted to CMS, the number of Proxy Shares subject to any Proxy shall be reduced so as to maintain the pro rata share of each Grantee as set forth on Exhibit A and (ii) in the case of a sale of Shares in respect of which a Proxy has been granted to CMS, only the number of Shares subject to the Proxy granted to CMS shall be reduced and the pro rata share of each Grantee as set forth on Exhibit A shall be adjusted accordingly.

(c) Permitted Transfers. In the event of any transfer by any Grantor to any such Grantor’s Affiliated Transferees, such Grantor shall cause such Affiliated Transferee to become a party to this Agreement and such Shares shall remain subject to any Proxy granted hereunder.

9. Amendments; No Waivers.

(a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed by each of the Company, WLG, Kersaf, Caledonia and CMS, and, in the case of a waiver, by the party against whom the waiver is to be effective; provided that no such amendment or waiver shall be effective against the Company without the prior approval of a majority of the Company’s Independent Directors.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Except as expressly provided herein, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement.

11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of The Bahamas applicable to agreements made and to be performed entirely therein.

12. JURISDICTION.

(a) ANY ACTION OR PROCEEDING AGAINST EITHER OF THE PARTIES HERETO RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT OR ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE, LOCATED IN NEW YORK, NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS, AND SHALL CAUSE EACH OF ITS AFFILIATES TO IRREVOCABLY CONSENT, TO THE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS, AND SHALL CAUSE EACH OF ITS AFFILIATES TO IRREVOCABLY CONSENT, TO THE SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED FOR NOTICES HEREUNDER. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF ANY OF THE PARTIES HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING, OR TO OBTAIN EXECUTION OF ANY JUDGMENT, IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO IRREVOCABLY WAIVE, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT IN ANY COURT LOCATED IN NEW YORK, NEW YORK, AND HEREBY FURTHER IRREVOCABLY WAIVES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO IRREVOCABLY WAIVE, ANY CLAIM THAT A COURT LOCATED IN NEW YORK, NEW YORK, IS NOT A CONVENIENT FORUM FOR ANY SUCH ACTION OR PROCEEDING.

13. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the

signature thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other party hereto.

14. Special Performance. The parties hereto (and any Person who agrees to be bound hereby pursuant to the terms hereof) acknowledge and agree, and shall cause each of its Affiliates to agree, that their respective remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of that fact, agree that, in the event of a breach or threatened breach by any party (or any of such Persons) of the provisions of this Agreement, in addition to any remedies at law, they shall, respectively, without posting any bond, be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

15. Severability. If any provision of this Agreement or the application of any provision hereof to any party hereto or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to the other parties hereto or sets of circumstances shall not be affected, unless the provisions held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

SUN INTERNATIONAL HOTELS
LIMITED

By:
Name:
Title:

SUN INTERNATIONAL INVESTMENTS
LIMITED

By:
Name:
Title:

WORLD LEISURE GROUP LIMITED

By:
Name:
Title:

KERSAF INVESTMENTS LIMITED

By:
Name:
Title:

CALEDONIA INVESTMENTS PLC

By:
Name:
Title:

MANGALITSA LIMITED

By:
Name:
Title:

CEMENT MERCHANTS SA

By:
Name:
Title:

ROSEGROVE LIMITED

By:
Name:
Title:

ROYALE RESORTS HOLDINGS LIMITED

By:
Name:
Title:

SUN INTERNATIONAL INC.

By:
Name:
Title:

Exhibit A

Grantors	Grantees	No. of Proxy Shares	Pro Rata Share

SIIL	WLG	6,143,501.6	34.8%
	Mangalitsa	6,143,501.6	34.8%
	CMS	1,200,376.8	6.8%

Rosegrove	Mangalitsa	1,793,531.0	10.1%
	WLG	481,031.0	2.7%
	CMS	350,437.0	2.0%

Sun International Inc.	Mangalitsa	550,000.0	3.1%
	WLG	550,000.0	3.1%

Royale Resorts Holdings	CMS	136,170.0	0.8%
Limited	WLG	186,915.0	1.0%
	Mangalitsa	186,915.0	1.0%

EX-99 3 cmsa13dexa.htm EXHIBIT A - SUPPLEMENTAL AGREEMENT Exhibit A

THIS SUPPLEMENTAL AGREEMENT IS MADE THIS 2nd DAY OF JULY 2001

BY AND BETWEEN

(1) SUN HOTELS INTERNATIONAL, an unlimited company incorporated in England (“SHIL”);

(2) SUN INTERNATIONAL, INC., a company incorporated in Panama (“SINC”);

(3) ROYALE HOLDINGS ESTABLISHMENT, an Anstalt founded in Liechtenstein (“RHE”);

(4) INTERNATIONAL RESORTS LIMITED, a company incorporated in Bermuda (“IRL”);

(5) CEMENT MERCHANTS S.A., a company incorporated in Panama (“CMSA”);

(6) ROYALE HOLDINGS (BERMUDA) LIMITED, a company incorporated in Bermuda (“RHL”);

(7) KERSAF INVESTMENTS LIMITED, a company incorporated in South Africa (“Kersaf”);

(8) ROYALE RESORTS HOLDING LIMITED, a company incorporated in Bermuda (“RRHL” or “the Company”);

singly referred to as “Party” and together as the “Parties”

WHEREAS:

(A) The Parties (with the exception of RRHL) are all of the direct or indirect legal or beneficial shareholders of RRHL (the “Shareholders”);

(B) The Shareholders are parties to a Shareholders Agreement dated May 9, 1988, as amended by agreements dated June 30, 1989 and by the letter from CMSA to RHE and SINC dated November 3, 1993 confirmed by RHE and SINC relating to their co-operation in a joint venture for the development and management of hotels, casinos and casino resorts (together the existing “Shareholders Agreement”);

(C) Kersaf, CMSA, RRHL and Sun International Hotels Limited (“SIHL”), among others, are or will become party to an Omnibus Agreement dated or to be dated on or about the date hereof regarding, inter alia, the dissolution of Sun International Investments Limited (“SIIL”) and Rosegrove Limited (“Rosegrove”), territorial rights of the Parties and monetary compensation payable to RRHL or a member of the RRHL-Group (referred to in the Shareholders Agreement as the “Group”) to SIHL;

In addition, Kersaf, CMSA, RRHL and SIHL, among others, are or will become party to a Registration Rights and Governance Agreement, dated or to be dated on or about the date hereof regarding, inter alia, the providing of certain registration rights to the SIHL Investors and their Affiliates (as defined therein) (referred to as “Registration Rights Agreement”);

(D) The Parties desire to modify and/or supplement the Shareholders Agreement and to provide the Parties hereto with certain rights to regulate other matters as set forth herein;

(E) Capitalized terms and conditions which are not otherwise defined herein shall have the same meanings as defined in the Shareholders Agreement or the Omnibus respectively the Registration Rights Agreement, as the context requires.

NOW, IT IS HEREBY AGREED as follows:

1. SIHL–SHARES

1.1. The existing shareholders of record of SIHL are, among others,


	RRHL	510,000 shares
	SINC	1,100,000 shares (“SINC-Shares”)

Following the dissolution of SIIL and thereafter of Rosegrove and the distribution of the shares to the shareholders of such companies pursuant to the

Settlement Agreements, RRHL will be the direct or indirect legal or beneficial owner of together 6,318,293 shares in SIHL (“SIHL-Shares”).

If any of the SINC-Shares become “Excess Shares” which are sold as part of an “Excess Sale” as these terms are defined and in accordance with the provisions of Section 4.2(b) of the Registration Rights Agreement, then SINC shall pay to SIHL or reimburse RRHL with the amount equal to the percentage cost arising from the terms of sub-paragraphs (x), (y) and (z) of that Section 4.2(b) (the “Ratchet Costs”). Furthermore if any of the SINC-Shares are included in a Public Offering contemplated in Section 4.2(a) of the Registration Rights Agreement and as a consequence RRHL subsequently incurs any Ratchet Costs under sale circumstances contemplated in the previous paragraph, then SINC shall pay to SIHL or reimburse RRHL with the amount of such Ratchet Costs attributable to such shares up to a maximum of the number of SINC-Shares which were included in the abovementioned Public Offering. If and to the extent the number of shares in SIHL which may be sold by the Kersaf Group and/or CMSA is restricted pursuant to the Registration Rights Agreement in any respect, including without limitation in connection with Broker Sales and outback provisions, the SIHL Shares shall have priority and shall be sold first, unless Kersaf, SINC and CMSA otherwise agree in writing.

1.2. Intentionally left blank.

1.3. Under and pursuant to the Registration Rights Agreement the Kersaf-Group shall complete the sale of no less than 2,000,000 SIHL shares (the “Minimum Year One Sale”). RRHL agrees to assume the obligation to complete the aforesaid sale utilizing 2,000,000 of the SIHL-Shares.

1.4. RRHL shall not sell, transfer or otherwise dispose of any SIHL-Shares (other than the Minimum Year One Sale) without the prior written consent of each of Kersaf and CMSA.

For the avoidance of doubt it is agreed that CMSA shall not be obliged to consent to any sale, transfer or disposal of any SIHL Shares (other than set forth in Clause 1.3).

1.5. Effective as of the date hereof, CMSA shall have the sole right to vote the CMSA-Shares in accordance with the terms of the Registration Rights Agreement and the Parties shall procure that SIIL, Rosegrove, SINC and RRHL shall grant corresponding irrevocable proxies to CMSA or its nominee.

1.6. It is hereby confirmed by CMSA that the pledge of Shares by RRHL pursuant to Section 4.2(d) of the Registration Rights Agreement is approved by CMSA and does not require additional approval.

1.7. Subject to the securing by Kersaf of any shareholder approval, if such approval is a mandatory legal requirement in terms of the Johannesburg Stock Exchange Listings Requirements or the waiver of such requirements by the Johannesburg Stock Exchange, if any (and each of Kersaf and RRHL hereby undertake to use its respective reasonable legal endeavors at their cost to obtain such waiver as soon as possible).

        1.7.1.     RRHL hereby grants CMSA or a nominee belonging to the von
     Rantzau Group the irrevocable option (the “Option”) to purchase all or part of
    1,150,000 SIHL shares upon terms and conditions set forth herein (the “Option
    Shares”); and

1.7.2. Kersaf hereby approves the granting of the Option by RRHL and will
procure the due performance by RRHL of its obligations under the Option.

The number of the Option Shares shall not prejudice or in any way affect the proxy voting rights of CMSA in respect of 1,686,984 shares in SIHL under and pursuant to Annex B of the Registration Rights Agreement and the Irrevocable Proxy Agreement. Such Option shall be exercisable by CMSA or a nominee, belonging to the von Rantzau Group of Companies, on one or more occasions at any time during the term of five (5) years following the date of this Supplemental Agreement in parcels of no less than 100,000 Option Shares at a time. CMSA may exercise the Option by written notice to RRHL (with copy to Kersaf) stating the number of Option-Shares it wishes to acquire. The Option shall extend to all Option-Shares less any Option-Shares acquired by CMSA or its nominee pursuant to the exercise of the Option.

If CMSA chooses to exercise the Option only with respect to part of the Option-Shares available it shall be entitled to exercise the Option subsequently on one or more occasions in respect of the balance of the Option-Shares.

The consideration for each Option Share shall be an amount equal to the volume weighted trading share price of SIHL shares on the five (5) Business Days (any day other than a Saturday, Sunday and a day when banks in New York are not open for business) preceding (and excluding) the date of the relevant notice exercising the option (“Option Price”).

Upon receipt of the written notice from CMSA, RRHL shall, against payment of the Option Price in US-Dollars, and free of deduction or set-off, transfer the respective Option-Shares in SIHL to CMSA (or its nominee) without undue delay, but in any case not later than the third Business Day after receipt of the notice and against payment of the Option Price. The Option-Shares shall be transferred to CMSA or the nominee, belonging to the von Rantzau Group of Companies, free from any liens, charges or encumbrances together with all rights, benefits or restrictions contemplated in the Registration Rights Agreement.

All costs and expenses incurred by CMSA in connection with the exercise of the Option or the transfer of the Option-Shares shall be borne by CMSA.

2. ISSUES REQUIRING MUTUAL AGREEMENT AND COMPETING ACTIVITIES

2.1. For the purposes of Clauses 7 and 9 (B) of the Shareholder Agreement references to SHIL made therein shall not be read and construed as being references to the Parties (other than CMSA and RRHL).

2.2. The term Business (as defined in the Shareholders Agreement) shall when used therein or in this Supplemental Agreement include (for the avoidance of doubt) Internet, online and other virtual gaming.

2.3. Clause 9(A) of the Shareholders Agreement dated May 9, 1988 shall be amended to now read as follows:

“Each of the Parties (as such term is defined in the Supplemental Agreement dated July 2, 2001, however except RRHL) agrees that it will not during the term of the Shareholders Agreement either directly or indirectly propose to acquire or hold any interest in or manage any hotel or any casino or any other leisure resort or any other gaming or gambling enterprise or any other business or activity falling within the scope of the Business (the “proposed investment”) without first offering the proposed investment to the Board. If the other Party or its representatives on the Board decide that the proposed investment should not be taken up by RRHL, the Party which offered it shall not make the proposed investment or other transactions concerned, unless otherwise agreed between the Parties in writing.

2.4. It is hereby agreed by the Parties for the avoidance of doubt that Clause 9(B) of the Shareholders Agreement shall include, without limitation, the indirect shareholding of Kersaf in Sun International (South Africa) Limited.

2.5. It is recorded that the Egypt Project shall be undertaken by and the proceeds from the management agreements for the Egypt Project shall be for the benefit of RRHL or a wholly owned Controlled Affiliate of RRHL.

3. MISCELLANEOUS

3.1. In terms of the provisions of Sections 3.2 and 3.4 of the Registration Rights Agreement CMSA is entitled to appoint and the von Rantzaus have the right to become a member of the Board of SIHL.

3.2. CMSA:

        3.2.1.     takes notice that the rights afforded to it under Sections 3.2 and 3.4 of
    the Registration Rights Agreement (or the exercise by CMSA of such rights) may
    result in RRHL (or any other member of the Kersaf Group) being regarded as an
    “affiliate” under US securities laws, which may have an adverse effect (from a cost,
    share realization volume or share realization methodology or other perspective) on
    RRHL’s realization of SIHL Shares in the manner permitted and contemplated in the
    Registration Rights Agreement;

        3.2.2.     undertakes in favor of RRHL and Kersaf that, in deciding whether to
    exercise its rights or to waive or suspend the exercise of its rights (and if a director
    is appointed by CMSA to the SIHL Board, in deciding whether to remove such
    director), CMSA will act with due regard as to what is in the best interest of the
    Royal Resorts Group (as defined in the Shareholders Agreement) and take into
    account, amongst other relevant considerations, whether the exercise or continued
    exercise by it of its aforesaid rights would have an adverse effect on the Royale
    Resorts Group (as contemplated in clause 3.2.1 above). It is acknowledged that in
    determining what is in the best interest of the Royale Resorts Group, the continued
    representation of one of the principals of RRHL’s Shareholders on the board of
    SIHL may be in the interest of the Royale Resorts Group and may be one of the
    factors in determining what is the best interest of such group.

3.3. RRHL shall compensate Kersaf and CMSA on an equal basis all fees and expenses of legal and other professional advisors, which have been or will be incurred in relation to the negotiation and execution of the Settlement Agreements and this Supplemental Agreement, however, in no event more than USD 300,000 in respect of each and furthermore provided that the fees and expenses which have been incurred by

RRHL itself plus those fees and expenses which shall be reimbursed to Kersaf and CMSA as set out above shall together in no event exceed USD 1,500,000.

3.4. This Supplemental Agreement shall be deemed to be an addendum to the existing Shareholders Agreement. Except to the extent expressly superseded, amended or replaced by the provisions of this Supplemental Agreement the provisions of the Shareholders Agreement shall remain in full force and effect. In the event of discrepancies between the Shareholders Agreement and this Supplemental Agreement, the latter agreement shall prevail.

3.5. Each of the Parties hereto represents to each other that it has taken all necessary action to enable it validly to accept and perform the obligations required of it under the terms of this Supplemental Agreement and that performance of the provision of the Supplemental Agreement does not breach or constitute a default under any agreement, other contractual restriction or governmental or other regulation binding upon it at the date hereof.

3.6. The terms and provisions of Clauses 14 through 18, including without limitation the application of English law pursuant to Clause 17(A) and the submission to arbitration pursuant to Clause 17(C) of the Shareholders Agreement dated May 9, 1988, shall also apply to this Supplemental Agreement and bind all Parties hereto by way of reference, as if such terms and provisions have been fully set forth herein.

3.7. This Supplemental Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument and any counterpart may be sent to the respective other party by facsimile.

3.8. This Supplemental Agreement shall become valid and binding concurrently with the entry into force of the Settlement Agreements.

3.9. This Supplemental Agreement and the Settlement Agreements cannot be altered, amended or modified unless agreed in writing by Kersaf and CMSA.

3.10. The Parties are aware of the fact that due to the limited time available for negotiating and drafting this Supplemental Agreement, this Supplemental Agreement may not regulate every and all issues which in the opinion of the Parties would need to be regulated. Despite this the Parties agree that this Supplemental Agreement shall be valid and binding among the Parties, unless and until it is replaced by a more detailed supplement to the Shareholders Agreement. If and to the extent this Supplemental Agreement contains a gap such gap shall be filled in accordance with the commercial interest and the general understanding of the Parties as expressed in this Supplemental

Agreement. The Parties undertake to take appropriate actions necessary and/or advisable for the performance and consummation of the matters set forth or contemplated in this Supplemental Agreement.

This Supplemental Agreement has been executed as of the date set forth above by:

—————————————— ——————————————
Sun Hotels International Sun International Inc.

—————————————— ——————————————
Royale Holdings Establishment International Resorts Limited

—————————————— ——————————————
Cement Merchants S.A. Royale Holdings (Bermuda) Limited

—————————————— ——————————————
Royale Resorts Holdings Limited Kersaf Investments Limited

EX-99 4 cmsa13dexc.htm EXHIBIT C - REG RIGHTS AND GOVERNANCE AGMT Exhibit B

EXECUTION COPY

REGISTRATION RIGHTS

AND

GOVERNANCE AGREEMENT,

by and among,

SUN INTERNATIONAL HOTELS LIMITED,

SUN INTERNATIONAL INVESTMENTS LIMITED,

WORLD LEISURE GROUP LIMITED,

KERSAF INVESTMENTS LIMITED,

CALEDONIA INVESTMENTS PLC,

MANGALITSA LIMITED,

CEMENT MERCHANTS SA,

ROSEGROVE LIMITED,

ROYALE RESORTS HOLDINGS LIMITED

and

SUN INTERNATIONAL INC.

July 3, 2001

TABLE OF CONTENTS

Page


ARTICLE I DEFINED TERMS		2
SECTION 1.1	Certain Definitions	2
SECTION 1.2	Other Definitions	7



ARTICLE II BUSINESS COMBINATIONS; STANDSTILL	9


SECTION 2.1	Actions with Respect to Equity Securities	9
SECTION 2.2	Actions by the Board of Directors	10
SECTION 2.3	Permitted Purchases by WLG	10
SECTION 2.4	Permitted Actions by the Kersaf Group	10
SECTION 2.5	Permitted Purchases by Caledonia	10
SECTION 2.6	Permitted Purchases by CMS	11
SECTION 2.7	Acquisition of Kersaf Group Shares	11
SECTION 2.8	Beneficial Ownership	11
SECTION 2.9	Enforcement and Waiver	12


ARTICLE III BOARD OF DIRECTORS	12


SECTION 3.1	General	12
SECTION 3.2	Kersaf Director	12
SECTION 3.3	Amendment of Charter Documents	13
SECTION 3.4	Election of Directors; Number and Composition	13
SECTION 3.5	Removal and Replacement of Directors	14
SECTION 3.6	Voting of Kersaf Group Shares	14


ARTICLE IV RESTRICTIONS ON TRANSFER OF SHARES	14


SECTION 4.1	Restrictions on Transfer of Shares	14
SECTION 4.2	Permitted Transfers by Kersaf	15
SECTION 4.3	Permitted Transfers by Caledonia	17
SECTION 4.4	Permitted Transfers by WLG	18
SECTION 4.5	Permitted Transfers by CMS	19
SECTION 4.6	Bulk Transfers by WLG and Caledonia	19
SECTION 4.7	Conditions to Transfer	21
SECTION 4.8	Permitted Transfers Generally	21
SECTION 4.9	Distribution	21


ARTICLE V REGISTRATION RIGHTS	22


SECTION 5.1	General; Securities Subject to this Agreement	22
SECTION 5.2	Demand Registration Rights	23


SECTION 5.3	Incidental or "Piggy-Back" Registration Rights	26
SECTION 5.4	Provisions Applicable to Demand and Piggy-Back Registrations	29
SECTION 5.5	Registration Procedures	30
SECTION 5.6	Registration Expenses	34
SECTION 5.7	Indemnification; Contribution	34
SECTION 5.8	Reporting Company Covenant	37


ARTICLE VI MISCELLANEOUS	37


SECTION 6.1	No Liability	37
SECTION 6.2	Legend	37
SECTION 6.3	Adjustments	38
SECTION 6.4	Notices	38
SECTION 6.5	Amendments; No Waivers	41
SECTION 6.6	Successors and Assigns	42
SECTION 6.7	Governing Law	42
SECTION 6.8	JURISDICTION	42
SECTION 6.9	Counterparts; Effective	43
SECTION 6.10	Specific Performance	43
SECTION 6.11	No Third Party Beneficiaries	43
SECTION 6.12	Termination	43
SECTION 6.13	Severability	44

EXECUTION COPY

REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT, dated as of July 3, 2001 (this “Agreement”), by and among Sun International Hotels Limited, a company incorporated under the laws of The Bahamas (the “Company”), Sun International Investments Limited, a company incorporated under the laws of the British Virgin Islands (“SIIL”), World Leisure Group Limited, a company incorporated under the laws of the British Virgin Islands (“WLG”), Kersaf Investments Limited, a company incorporated under the laws of the Republic of South Africa (“Kersaf”), Caledonia Investments PLC, a company incorporated under the laws of England (“Caledonia”), Mangalitsa Limited, a company incorporated under the laws of The Bahamas (“Mangalitsa”), Cement Merchants SA, a company, incorporated under the laws of Panama (“CMS” and together with WLG, Kersaf, Caledonia and Mangalitsa, the “SIIL Investors”), Rosegrove Limited, a company incorporated under the laws of the British Virgin Islands (“Rosegrove”), Royale Resorts Holdings Limited, a company incorporated under the laws of Bermuda (“RRHL”) and Sun International Inc., a company incorporated under the laws of Panama (“SINC”).

R E C I T A L S

WHEREAS, each of the SIIL Investors (other than CMS and Mangalitsa) is a party to that certain Subscription and Shareholders’ Agreement, dated as of October 11, 1993 (the “SIIL Agreement”), relating to SIIL;

WHEREAS, each of SIIL and the Company is a party to that certain Combination and Restructuring Agreement, dated as of December 12, 1994 (the “SIHL Agreement”);

WHEREAS, each of Mangalitsa and RRHL, among others, are party to that certain Shareholders’ Agreement relating to Rosegrove (the “Rosegrove Agreement” and together with the SIIL Agreement and the SIHL Agreement, the “Existing Agreements”);

WHEREAS, the SIIL Investors shall arrange for the winding-up and dissolution, and accordingly the distribution (the “Distribution”) of the shares, par value $0.00l per share, of the Company to (a) the shareholders of SIIL, WLG (or a wholly-owned subsidiary of WLG) and Rosegrove and (b) then by Rosegrove to its shareholders, RRHL (or a wholly-owned subsidiary thereof), and Mangalitsa.

WHEREAS, CMS may acquire the CMS Shares from RRHL pursuant to an option (the “CMS Option”) or otherwise.

WHEREAS, the parties hereto desire to (1) modify and supersede certain provisions contained in the Existing Agreements concerning (a) the transfer and acquisition of Shares (as defined below) and (b) governance arrangements in respect of the board of directors of SIHL (as constituted from time to time, the “Board of Directors” or the “Board”), and (2) provide each of the SIIL Investors and their Affiliates (as defined herein) with certain registration rights;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Certain Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Acquisition Proposal” means any proposal or inquiry relating to any merger, consolidation, tender offer, exchange offer, sale of a Substantial Part of the Company, sale often percent (10%) or more of the Equity Securities or similar business combination transaction involving the Company or any principal operating or business unit of the Company or its Subsidiaries.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this Agreement, “control,” when used with respect to any specified Person, shall mean, (a) as determined with respect to each Person pursuant to the laws of the jurisdiction where such Person is organized, the actual or deemed direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, or (b) the power to direct the management and policies of such Person whether through ownership of voting securities, by contract or otherwise if there exists any agreement, arrangement or understanding, whether oral or written, between such specified Person and the Person who has such power (together with any Affiliates thereof, the “Power Person”) with regard to the Power Person taking an action that the specified Person is prohibited from taking under this Agreement or the specified Person not taking an action it is required to take under this Agreement, or matters related to either of the foregoing; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. A Person shall be deemed to direct the management and policies of another Person if such Person has a designee on such other Person’s Board of Directors or other governing body or such other Person has a designee on such Person’s Board of Directors or other governing body.

“Beneficial Ownership” shall have the meaning set forth in Rule 1 3d-3 under the Exchange Act; and the terms “Beneficially Owned” and “Beneficially Owns” shall have meanings correlative to the foregoing.

“Business Combination” means any one of the following transactions:

(a) any merger or consolidation of the Company or any of its Subsidiaries with any Person, or any tender or exchange offer by any such Person for any Equity Securities of the Company or any of its Subsidiaries; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition by the Company (in one transaction or a series of transactions) to any Person of assets constituting a Substantial Part of the Company; or

(c) the issuance, exchange or transfer by the Company or any of its Subsidiaries (in one transaction or series of transactions) of any securities of the Company or any of its Subsidiaries to any member of the WLG Group, the Kersaf Group, the Caledonia Group or the CMS Group that increases such member’s Voting Interest, or to any other Person in excess of ten percent (10%) of the Shares issued and outstanding as of the date of such issuance; or

(d) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or

(e) any transaction having, with respect to the Company, the effect of a “Rule 13e-3 transaction” (as defined in Rule 13e-3(a)(3) of the Securities Exchange Act); or

(f) any agreement, contract or other arrangement with any Person providing for any one or more of the actions specified in clauses (i) to (v) above.

“Caledonia Group” means, as of any date, Caledonia and all of its Affiliates as of such time, but excluding any Exempt Caledonia Affiliates.

“Caledonia/CMS Tag Shares” means the Caledonia Tag Shares and the CMS Tag Shares; provided, however, that in the event both the Caledonia Group and the CMS Group shall elect to register Registrable Securities in connection with any registration pursuant to Article V and the provisions of Article V shall so require, the number of Registrable Securities to be registered by each such Group shall be reduced on a pro rata basis relative to the number of Registrable Securities proposed to be registered by each such Group.

“Caledonia Relinquishing Event” means, at any time, Beneficial Ownership by the Caledonia Group of less than two million (2,000,000) Shares; provided, however, that if the Caledonia Group shall Beneficially Own a number of Shares constituting five percent (5%) or more of the Company’s Equity Securities as of such time, a majority of the Independent Directors may direct that a Caledonia Relinquishing Event shall be deemed not to have occurred.

“Charter Documents” means the Articles of Association and the Memorandum of Association of the Company as in effect from time to time.

“CMS Group” means, as of any date, CMS and all of its Affiliates as of such time.

“CMS Relinquishing Event” means, at any time, Beneficial Ownership by the CMS Group of less than one million (1,000,000) Shares.

“CMS Shares” means the 1,686,984 Shares subject to the CMS Option (whether or not the CMS Option is exercised).

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Securities Exchange Act.

“Company’s Broker” means any of Bear Stearns, Goldman Sachs, Deutsche Bank or Lehman Brothers.

“Controlled Affiliate” shall mean with respect to any Person, any Affiliate thereof which is controlled by such Person.

“Convertible Securities” means securities of the Company convertible into or exchangeable for Shares.

“Equity Security” means (i) Shares, (ii) Convertible Securities and (iii) any options, warrants or other rights issued by the Company to acquire Shares or Convertible Securities.

“Group” means any of the WLG Group, the Kersaf Group, the Caledonia Group or the CMS Group.

“Independent Director” means a director of the Company who (a) is not (apart from such directorship) (i) an officer, Affiliate, employee, principal stockholder, consultant or partner of any member of the WLG Group or the Caledonia Group or of any entity that was dependent upon any member of the WLG Group or the Caledonia Group

for more than 5% of its revenues or earnings in its most recent fiscal year or (ii) an officer, employee, consultant or partner of the Company or any Affiliate of the Company or an officer, employee, principal stockholder, consultant or partner of an entity that was dependent upon the Company or any Affiliate of the Company for more than 5% of its revenues or earnings in its most recent fiscal year or (b) is appointed by any of WLG, Caledonia or CMS (whether or not such director is independent in accordance with clause (a) above) but with respect to the matter under consideration by the Board, the Group appointing such director does not have an interest (financial or otherwise) that is different than the interest of the Company.

“Kersaf Group” means, as of any date, Kersaf and all of its Affiliates as of such time (including, as of the date hereof, RRHL), but excluding any Exempt Kersaf Affiliates.

“Omnibus Agreement” means that certain Omnibus Agreement, dated the date hereof, by and among the parties hereto, among others.

“Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, by and among the Company and RRHL.

“Person” means any individual, firm, partnership, company, joint stock company, corporation, partnership, trust, estate, incorporated or unincorporated association, syndicate, joint venture or organization, or any government or any department, agency or other political subdivision thereof, or any other entity, and shall include any successor of any such entity.

“Relinquishing Shareholder” means any of the Caledonia Group, the CMS Group or the WLG Group, with respect to which the Caledonia Relinquishment Event, the CMS Relinquishment Event or the WLG Relinquishment Event, as the case may be, shall have occurred.

“Relinquishment Date” means as to any of the Caledonia Group, the CMS Group or the WLG Group, such time as the Caledonia Relinquishment Event, the CMS Relinquishment Event or the WLG Relinquishment Event, as the case may be, shall have occurred.

“Retaining Shareholder” means any of the Caledonia Group or the WLG Group, with respect to which the Caledonia Relinquishment Event or the WLG Relinquishment Event, as the case may be, shall not have occurred.

“Securities Act” means the United States Securities Act of 1933 or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“Securities Exchange Act” means the United States Securities Exchange Act of 1934 or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“Shares” means (a) the ordinary shares, par value $0.001 per share, of the Company (including any dividends in kind thereon), or (b) any other class of stock resulting from any reclassification, exchange, substitution, combination, stock split or reverse stock split, including in connection with any merger or otherwise, of such ordinary shares.

“Standstill Expiration Date” means June 30, 2006.

“Subsidiary” means, with respect to any Person, any corporation or other business entity directly or indirectly controlled by such Person.

“Substantial Part of the Company” means, as of any date, twenty percent (20%) or more of the book value of the consolidated tangible assets of the Company and its Subsidiaries, taken as a whole (without regard to any liabilities of the Company or any of its Subsidiaries), as of the end of its most recent fiscal quarter ending prior to the time the determination is made.

“Underwriter Out” means the occurrence of any of the following: (1) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (2) a banking moratorium shall have been declared by federal or state authorities, (3) there shall have been a declaration of a national emergency or war by the United States or (4) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it impracticable or inadvisable to proceed with a public offering or delivery of Shares in the amount contemplated by the Minimum Year One Sale.

“Underwritten Public Offering” shall mean a sale of securities of the Company to an underwriter or underwriters for re-offering to the public, which shall include customary selling efforts.

“Unsolicited Tender Offer” means any bona fide tender or exchange offer by any Person (other than by any member of any Group or by any “group” (as such term is used for purposes of Section 13(d) of the Securities Exchange Act) that includes any such member) for all of the Equity Securities of the Company that has not been solicited, directly or indirectly, by any member of any Group.

“Voting Interest” means, as of any date, a fraction, expressed as a percentage, the numerator of which is the aggregate number of Shares Beneficially Owned by any Group on such date and the denominator of which is the total number of Shares outstanding on such date.

“WLG Group” means, as of any date, WLG and all of its Affiliates as of such time.

“WLG Relinquishing Event” means, at any time, Beneficial Ownership by the WLG Group of less than two million (2,000,000) Shares; provided, however, that if the WLG Group shall Beneficially Own a number of Shares constituting five percent (5%) or more of the Company’s Equity Securities as of such time, a majority of the Independent Directors may direct that a WLG Relinquishing Event shall be deemed not to have occurred.

SECTION 1.2 Other Definitions. As used herein, the following terms shall have the meanings ascribed to them in the Section of this Agreement opposite each such term:

Term	Section
Additional Shares	4.2(a)(i)
Affiliated Transferee	4.1
Agreement	Preamble
Authorized Representative	5.1(d)
Board	Recitals
Board of Directors	Recitals
Broker Sale	4.2(b)
Broker Sale Requirements	4.2(b)
Bulk Shares	4.6
Caledonia	Preamble
Caledonia Sale Trigger	5.3.2(b)
Caledonia Tag Shares	4.3(a)
CMS	Preamble
CMS Option	Recitals
CMS Sale Trigger	5.3.2(b)

Term	Section
CMS Tag Shares	4.5(a)
Company	Preamble
Company Event	5.2.1(b)
Company Kersaf Sale	4.2(a)(ii)
Company Slate	3.4
Contract Date	4.6(d)
Demand Piggyback Shares	5.3.1(a)(i)
Demand Registration	5.2.1(a)
Distribution	Recitals
Election Period	5.3.1(a)(i)
Excess Sale	4.2(b)
Excess Shares	4.2(b)
Exempt Caledonia Affiliates	2.5(b)
Exempt Kersaf Affiliates	2.4
Existing Agreements	Recitals
Holder	5.1(c)
Incidental Registration	5.3.1(b)
Indemnified Party (ies)	5.7.1
Initiating Holder	5.2.1(a)
Kersaf	Preamble
Mangalitsa	Preamble
Minimum Year One Sale	4.2(a)(i)
Minimum Year One Sale Date	4.2(a)(i)
New Board	3.2
New Member	3.2
Ninetieth Day	5.4.2(a)
Notice	5.3.1(a)(i)
Offer Price	4.6(a)
Offered Shares	4.6(a)
Offeree	4.6
Offeree Option	4.6(b)
Offeree Option Period	4.6(b)
Offering Notice	4.6(a)
Permitted Transferee	5.1(c)
Prior Registration Delay	5.2(b)
Proxy Grantees	3.6
Proxy Grantors	3.6
Proxy Shares	3.6
Registrable Securities	5.1(b)

Term	Section
Registration Expenses	5.6
Relinquishing Date	3.4
Relinquishing Shareholder	3.4
Retaining Shareholder(s)	3.4
Rosegrove	Preamble
Rosegrove Agreement	Recitals
RRHL	Preamble
Selling Shareholder	4.6
Shareholders Meeting	3.1
SIHL Agreement	Recitals
SIIL	Preamble
SIIL Agreement	Recitals
SIIL Investors	Preamble
SINC	Preamble
Sixtieth Day	5.4.2(a)
Third Party Offer	4.6
Third Party Purchaser	4.6
Threshold Number	4.6
Transfer	4.1
Underwriter	5.2.3(a)
Unencumbered WLG Shares	4.4(a)
WLG	Preamble
WLG Full Transfer Date	4.4(b)
Written Consent	3.1

ARTICLE II

BUSINESS COMBINATIONS; STANDSTILL

SECTION 2.1 Actions with Respect to Equity Securities. Subject to Sections 2.2, 2.3, 2.4, 2.5, 2.6, 4.2(e), 4.3(d), 4.4(d) and 4.5(d), none of WLG, Kersaf, Caledonia or CMS shall, and each shall cause its respective Affiliates not to, directly or indirectly, at any time prior to the Standstill Expiration Date, (a) purchase or otherwise acquire, or propose or offer to purchase or acquire, or become the Beneficial Owner of, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise, any Equity Securities of the Company, (b) request the Company (or its directors, officers, employees or agents) to amend or waive any of the provisions contained in Article II, or (c) propose, publicly disclose any intention to disclose, vote for or otherwise consummate any Business Combination or (d) take any other action which

would reasonably be expected to require pursuant to law the Company to make a public announcement regarding the possibility of a Business Combination.

SECTION 2.2 Actions by the Board of Directors. Notwithstanding any provision in this Article II to the contrary, the members of any Group may make an Acquisition Proposal or a proposal for a Business Combination to the Board of Directors if any other Person (other than any member of any Group in violation or breach of its obligations under Article II) shall have made an Acquisition Proposal or a proposal for a Business Combination and the Board of Directors (with the concurrence of a majority of the Company’s Independent Directors) has determined to enter into discussions or negotiations with such Person with respect to such Acquisition Proposal or Business Combination.

SECTION 2.3 Permitted Purchases by WLG. WLG and its Affiliates shall be permitted to purchase or otherwise acquire Shares either (a) pursuant to the Offeree Option, (b) if, after giving effect to any such purchase or acquisition, the aggregate number of Shares owned by WLG and its Affiliates shall not exceed five million nine hundred thousand (5,900,000) or (c) pursuant to any of the Company’s stock option plans.

SECTION 2.4 Permitted Actions by the Kersaf Group. Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the investment funds managed by Affiliates of Kersaf (other than its Controlled Affiliates) (the “Exempt Kersaf Affiliates”) may hold and purchase Equity Securities of the Company; provided that any such Equity Securities are acquired and held in the ordinary course of business and for investment purposes only. In addition, Kersaf and its Affiliates shall not be in breach of the provisions of this Article II by reason of any action or inaction taken by any Exempt Kersaf Affiliate in the ordinary course of such Exempt Kersaf Affiliate’s business in connection with Equity Securities acquired or held in accordance with this Section 2.4.

SECTION 2.5 Permitted Purchases by Caledonia.

(a) Notwithstanding Section 2.5(c), the Caledonia Group may purchase Shares pursuant to the terms of the Offeree Option.

(b) At any time and from time to time, the investment funds managed by Affiliates of Caledonia (other than its Controlled Affiliates) (the “Exempt Caledonia Affiliate”) may hold and purchase Equity Securities of the Company; provided that any such Equity Securities are acquired and held in the ordinary course of business and for investment purposes only. In addition, Caledonia and its Affiliates shall not be in breach of the provisions of this Article II by reason of any action or inaction taken by any

Exempt Caledonia Affiliate in the ordinary course of such Exempt Caledonia Affiliate’s business in connection with Equity Securities acquired or held in accordance with this Section 2.5(b).

(c) The Caledonia Group may purchase or acquire any other Shares; provided, however, that, after giving effect to any such purchase or acquisition, the Caledonia Group shall not Beneficially Own in excess of five million nine hundred thousand (5,900,000) Shares in the aggregate. For the avoidance of doubt, the 5,900,000 Share limitation may be exceeded to the extent that after giving effect to any purchase by the Caledonia Group pursuant to the Offeree Option, the Caledonia Group may Beneficially Own a number of Shares in excess of 5,900,000.

SECTION 2.6 Permitted Purchases by CMS.

(a) The CMS Group may purchase or acquire any Shares; provided, however, that, after giving effect to any such acquisition or purchase, the CMS Group shall not Beneficially Own in excess of four million (4,000,000) Shares in the aggregate.

(b) For the avoidance of doubt, the CMS Group may acquire the CMS Shares pursuant to the exercise of the CMS Option or otherwise.

SECTION 2.7 Acquisition of Kersaf Group Shares. None of the Company or WLG shall, and the Company shall cause its Controlled Affiliates and WLG shall cause its Affiliates not to, directly or indirectly, at any time prior to the Standstill Expiration Date, (a) purchase or otherwise acquire, or propose or offer to purchase or acquire, or become the Beneficial Owner of, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise, any securities of Kersaf, (b) request Kersaf (or its directors, officers, employees or agents) to amend or waive any of the provisions contained in this Section 2.7, (c) propose, publicly disclose any intention to disclose, vote for or otherwise consummate any Business Combination (as such term is modified to apply to Kersaf) or (d) take any action which would reasonably be expected to require pursuant to law Kersaf to make a public announcement regarding the possibility of a Business Combination (as such term is modified to apply to Kersaf).

SECTION 2.8 Beneficial Ownership. For purposes of ensuring compliance with this Agreement, (a) each of WLG, Kersaf, Caledonia and CMS represents and warrants severally and not jointly that the number of Shares Beneficially Owned, as of the date hereof, by each of the WLG Group, the Kersaf Group and the Caledonia Group is as set forth on Annex A hereto and (b) each of the Company and WLG represents and warrants severally and not jointly that the number of securities of Kersaf Beneficially Owned, as of the date hereof, by each of the Company and the WLG Group is as set forth on Annex A.

SECTION 2.9 Enforcement and Waiver. Except with respect to Sections 2.7 and 2.8(b), no member of the Kersaf Group or the CMS Group and, in the event that the WLG Group or the Caledonia Group shall at any time Beneficially Own less than two million five hundred thousand (2,500,000) Shares, respectively, the WLG Group and the Caledonia Group, as the case may be, shall have any rights or remedies for a breach or violation of, be entitled to enforce, nor shall a waiver of such member be required in connection with the waiver of any of, the provisions of this Article II.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1 General. From and after the execution of this Agreement, each of WLG, Caledonia and CMS shall, and in the case of WLG and Caledonia, if applicable, shall cause each of its Controlled Affiliates to, vote all Shares it Beneficially Owns (including any Proxy Shares) at any regular or special meeting of the shareholders of the Company (each, a “Shareholders Meeting”) or in any written consent executed in lieu of such a meeting of shareholders (a “Written Consent”), and shall take all other actions necessary, to give effect to the provisions of this Agreement (including, without limitation, Section 3.4) and to ensure that the Charter Documents do not, at any time hereafter, conflict in any respect with the provisions of this Agreement. In addition, each of WLG, Caledonia and CMS shall, and, in the case of WLG and Caledonia, if applicable, shall cause each of its Controlled Affiliates to, vote all Shares it Beneficially Owns (including any Proxy Shares) at any Shareholders Meeting or act by Written Consent with respect to such Shares, upon any matter submitted by the Board of Directors for action by the Company’s shareholders or with respect to which such Person may vote or act by Written Consent, in conformity with the specific terms and provisions of this Agreement and the Charter Documents.

SECTION 3.2 Kersaf Director. Effective as of the date hereof, Kersaf shall remove Mr. Buddy Hawton from, or cause Mr. Buddy Hawton to resign, his office as a director of the Company. Immediately following the removal or resignation of Mr. Hawton, the Board shall effect the appointment of Mr. Eberhart von Rantzau or Mr. Heinrich von Rantzau or, if neither is willing to serve as a director, another individual jointly designated by WLG and Caledonia as a director of the Company (the “New Member”). As a result of the foregoing, as of the date hereof the Board of Directors of the Company shall consist of Sol Kerzner, Peter Buckley, Eric Siegel, Howard Marks and the New Member (the “New Board”). Following the date hereof, the Kersaf Group shall not have any right to designate, nominate or otherwise appoint any individual to the Board of Directors. In furtherance of the foregoing, Kersaf shall, and, if applicable, shall cause each member of the Kersaf Group, to remove each of its

nominees, designees or appointees to any board of directors, committee or other body at any of the Company or Sun Resorts Limited, a company incorporated under the laws of Mauritius. If the New Member is an individual other than Mr. Eberhart von Rantzau or Mr. Heinrich von Rantzau, then immediately following the transfer of at least one million (1,000,000) CMS Shares to a member of the CMS Group pursuant to the CMS Option or otherwise, WLG and Caledonia shall remove the New Member from, or cause the New Member to resign, his office as a director of the Company. Thereafter, the Board shall effect the appointment of an individual designated by CMS; provided, however, that WLG and Caledonia shall have first consented to the appointment of such individual; provided, further, that WLG and Caledonia shall be deemed to have consented to the designation of Mr. Heinrich von Rantzau and Mr. Eberhart von Rantzau.

SECTION 3.3 Amendment of Charter Documents. As soon as practicable after the date hereof, (a) the Company shall (i) adopt, either at a meeting of the Board or by unanimous written consent of the Board of Directors, resolutions amending the Charter Documents of the Company to provide (A) that the New Board shall remain in office until the Company’s annual general shareholders meeting in 2004, and (B) that the Charter Documents may thereafter be amended by the Board of Directors (any such amendment shall not be inconsistent with Section 3.1) and (ii) submit and recommend such amendments for approval at a Shareholders Meeting or by Written Consent, and (b) each of WLG, Caledonia and CMS shall, and, in the case of WLG and Caledonia shall cause, if applicable, each member of its respective Group to vote its respective Shares (and any Proxy Shares) to approve such amendments.

SECTION 3.4 Election of Directors; Number and Composition. The Company agrees to include in the slate of directors submitted by the Company to the shareholders for election (the “Company Slate”) (a) one (1) individual designated by WLG, (b) one (1) individual designated by Caledonia, and (c) following the transfer of at least one million (1,000,000) CMS Shares to a member of the CMS Group pursuant to the CMS Option or otherwise, one (1) individual designated by CMS; provided, however, that WLG and Caledonia shall have first consented to the appointment of such individual; provided, further, that WLG and Caledonia shall be deemed to have consented to the designation of Heinrich von Rantzau and Eberhart von Rantzau. If, at any time, there shall have occurred a WLG Relinquishing Event, a Caledonia Relinquishing Event or a CMS Relinquishing Event, then, effective as of the applicable Relinquishment Date, the Relinquishing Shareholder(s) shall no longer have the right to designate a nominee to be included in the Company Slate and shall immediately cause its then current nominee to resign as a member of the Board, effective as of the Relinquishment Date. Following the Relinquishment Date(s), the Retaining Shareholder(s) acting in good faith shall jointly designate the nominee(s) of the Relinquishing Shareholder(s). At the point that there is no Retaining Shareholder, the remaining Board shall replace the directors who resign or are removed as a result of occurrence of a Relinquishment Date.

SECTION 3.5 Removal and Replacement of Directors. Each of WLG, Caledonia and CMS shall have the exclusive right to remove any director appointed by it and appoint another director in his or her place. Any such removal or appointment shall take effect in each case on the giving of a notice in writing signed by a director or the Secretary (or other authorized representative) of WLG, Caledonia or CMS, as the case may be, giving the notice to the Secretary of the Company at its registered office or at a meeting of the Board. Each of WLG, Caledonia and CMS shall have the exclusive right to replace any director appointed by it who ceases to be a director of the Company other than by reason of his or her removal pursuant to this Section 3.5.

SECTION 3.6 Voting of Kersaf Group Shares. Effective as of the date hereof, each of SIIL, Rosegrove, SINC and RRHL (collectively, the “Proxy Grantors”) shall grant an irrevocable proxy to each of WLG, Mangalitsa and CMS (collectively, the “Proxy Grantees”) pursuant to which each of WLG, Mangalitsa and CMS shall hereinafter have the right to vote the Shares as set forth on Annex B, in its sole and absolute discretion (the “Proxy Shares”). The voting rights granted to WLG, Mangalitsa and CMS pursuant to this Section 3.6 shall terminate with respect to any Shares sold by the Kersaf Group (or any permitted transferee thereof), foreclosed upon or sold by the Company pursuant to the Pledge Agreement or transferred to the CMS Group in accordance with the terms hereof as of the date of the consummation of such sale or transfer and, (a) upon the request of Kersaf’s Authorized Representative, the Company shall remove any restrictive legend from the Shares sold in such sale and amend any proxy in respect of such Shares and (b) each of the Proxy Grantors and Proxy Grantees shall amend each irrevocable proxy to ensure that (i) in the case of a sale of Proxy Shares granted to WLG or Caledonia, the reduction in voting rights as a result of such sale shall be effected on a pro rata basis and (ii) in the case of a sale of Proxy Shares granted to CMS, the reduction in voting rights as a result of such sale shall be solely as to CMS.

ARTICLE IV

RESTRICTIONS ON TRANSFER OF SHARES

SECTION 4.1 Restrictions on Transfer of Shares. Each of WLG, Kersaf, Caledonia and CMS hereby agrees that it will, and, if applicable, shall cause each member of its respective Group, except for transfers to any entity that is, directly or indirectly, a wholly-owned Controlled Affiliate which agrees in writing to be bound by the terms and provisions of this Agreement to the same extent as the transferor party (an “Affiliated Transferee”), not, and will not permit any Affiliated Transferee to, directly or indirectly, sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each, a “transfer”) any Shares or any right, title or interest therein or thereto (whether by operation of law or

otherwise) except as provided in and in strict accordance with this Article IV and Article V. Any attempt to transfer any Shares or any rights thereunder in violation of the preceding sentence shall be null and void ab initio; provided, however, that any member of a Group may hypothecate, pledge, encumber or grant a security interest in the Shares to any lending institution; provided, further, that any such hypothecation, pledge, encumbrance or grant of a security interest by any such member shall be made subject to all of the terms and conditions of this Agreement and that such lending institution(s) shall acknowledge the same in a writing delivered to the Company. For the avoidance of doubt, transfers in connection with the Distribution or from RRHL to a member of the CMS Group pursuant to the exercise of the CMS Option or otherwise and any transfer to an Affiliated Transferee within such Affiliated Transferee’s Group shall not be subject to this Article IV.

SECTION 4.2 Permitted Transfers by Kersaf.

(a) Minimum Year One Sale.

(i) No later than June 30, 2002 (the “Minimum Year One Sale Date”), the Kersaf Group shall complete the sale of no less than two million (2,000,000) Shares pursuant to an Underwritten Public Offering (the “Minimum Year One Sale”). If the conditions giving rise to any Underwriter Out, Company Event or Prior Registration Delay exist at any time after the tenth (10th) month following the date hereof, the Minimum Year One Sale Date shall be extended until such time as such conditions are no longer continuing plus the lesser of (x) the number of days reasonably requested by the Underwriter to consummate the Minimum Year One Sale and (y) forty-five (45) days; provided, however that with respect to an Underwriter Out such extension shall not commence until such time as Kersaf shall deliver written notice thereof to the Company stating that the conditions giving rise to an Underwriter Out exist. Subject to Section 5.3.2(a), the Kersaf Group may, at its option, elect to increase the number of Shares to be sold in such Minimum Year One Sale by up to an additional two million (2,000,000) Shares (the “Additional Shares”).

(ii) Upon the execution of this Agreement and as a condition precedent to the effectiveness of the terms hereof, Kersaf shall, and shall cause members of the Kersaf Group that are Controlled Affiliates, as applicable, to authorize, execute and deliver to the Company a power of attorney (together with stock powers) with full power of substitution authorizing the Company, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind to, in the event that the Kersaf Group shall have failed to complete the Minimum Year One Sale in accordance with Section 4.2(a)(i), take all reasonable measures to effect the Minimum Year One Sale as soon as practicable (the “Company Kersaf Sale”). The Company shall deliver to Kersaf all of the proceeds of the Company Kersaf Sale (net of any underwriters’ discounts and

commissions, registration fees and the Company’s documented and reasonable out of pocket expenses incurred in connection with such Company Kersaf Sale) as soon as practicable, and in any event, no more than five (5) days thereafter. The Company Kersaf Sale shall be deemed to constitute the Minimum Year One Sale for all purposes of this Agreement.

(iii) Kersaf hereby waives, and shall cause the members of the Kersaf Group to waive, any and all claims of fiduciary duty or other duty of loyalty or care on behalf of the Company, and no implied duties or obligations shall be read into this Agreement against the Company, as a result of any action or inaction by the Company in connection with a Company Kersaf Sale; provided, however, that the Company shall use commercially reasonable efforts to consummate the Company Kersaf Sale on commercially reasonable terms (including price) as determined by the Company in good faith; provided, further, that Kersaf agrees and acknowledges that the terms and conditions (including price) may be less favorable than if such sale were not required to be consummated as expeditiously as possible.

(iv) In the event that prior to the date that is forty five (45) days prior to the Minimum Year One Sale Date (as extended pursuant to and in accordance with the provisions of Section 4.2(a)), Kersaf shall have not consummated the Minimum Year One Sale or otherwise shall not be in a position whereby it would reasonably be expected to consummate the Minimum Year One Sale prior to the Minimum Year One Sale Date (as so extended), Kersaf covenants and agrees that it shall, and shall cause its Affiliate to, promptly (and in any event no later than forty (40) days prior to the Minimum Year One Sale Date (as so extended)) deposit two million (2,000,000) Shares with the Company, which the Company may use to effect the Company Kersaf Sale.

(b) Additional Sales by the Kersaf Group. Subject to the requirements of applicable law and any customary restrictions imposed by the Underwriter, if applicable, the Kersaf Group may sell any unsold Additional Shares and any other Shares owned by the Kersaf Group either (i) in one (1) or more Underwritten Public Offerings of no fewer than one million (1,000,000) Shares each or (ii) through the Company’s Brokers in open market transactions (each such sale, a “Broker Sale”); provided, however, that (A) prior to commencing any Broker Sale, Kersaf shall, and shall cause each participating member of the Kersaf Group, to enter into a brokerage agreement with such Company’s Broker (such agreement to be on commercially reasonable terms) pursuant to which the Company’s Broker shall serve as the Kersaf Group’s agent, (B) prior to the consummation of the Minimum Year One Sale, no more than three hundred thousand (300,000) Shares shall be sold pursuant to Broker Sales in any given ninety (90) day period and (C) following consummation of the Minimum Year One Sale, no more than four hundred thousand (400,000) Shares shall be sold pursuant to Broker Sales in any ninety (90) day period (the provisions set forth in the foregoing clauses (A), (B) and(C),

the “Broker Sale Requirements”). For purposes of determining the number of Shares that may be sold pursuant to Sections 4.2(b)(ii)(B) or 4.2(b)(ii)(C), the sale of any CMS Shares shall not be included in the determination of such number of Shares. In the event that the Kersaf Group sells more than four million (4,000,000) Shares (excluding the CMS Shares) (such shares, the “Excess Shares” and each such sale an, “Excess Sale”) pursuant to one (1) or more Underwritten Public Offerings, Kersaf (or a member of the Kersaf Group) shall pay to the Company (out of the aggregate proceeds of any such Excess Sale, net of any underwriters’ discounts and commissions, registration fees and the documented and reasonable out-of-pocket expenses incurred by the Kersaf Group in connection with such Underwritten Public Offering), (x) if the price per Excess Share is less than or equal to twenty seven United States Dollars ($27), five percent (5%) of such net proceeds; (y) if the price per Excess Share is greater than twenty seven United States Dollars ($27) but less than thirty United States Dollars and thirty seven and one half cents ($30.375), the amount required under clause (x) plus fifty percent (50%) of the amount by which the price per Excess Share exceeds twenty seven United States Dollars ($27), and (z) if the price per Excess Share is greater than thirty United States Dollars and thirty seven and one half cents ($30.375), ten percent (10%) of such net proceeds.

(d) Pledge. RRHL shall pledge Shares having an aggregate value, as of the date hereof, equal to twenty four million United States Dollar ($24,000,000), such pledge to be made pursuant to the Pledge Agreement. Notwithstanding the foregoing, until such time as the CMS Shares are transferred to a member of the CMS Group pursuant to the CMS Option or otherwise, RRHL shall ensure that 1,686,984 Shares are not pledged by RRHL pursuant to the Pledge Agreement. The Company shall be permitted to foreclose upon such pledge in accordance with the terms and conditions of the Pledge Agreement and any such foreclosure or sale of Shares by the Company shall not constitute a violation or breach of this Article II.

(e) Unsolicited Tender Offer. The Kersaf Group may sell or exchange any of its Shares pursuant to an Unsolicited Tender Offer.

SECTION 4.3 Permitted Transfers by Caledonia.

(a) Caledonia Tag Shares. Subject to Section 5.3.1(a)(ii), the Caledonia Group may, at its option, as part of the Minimum Year One Sale, elect to sell up to two million (2,000,000) of its Shares (the number of Shares to be sold by the Caledonia Group, the “Caledonia Tag Shares”).

(b) Transfers Pursuant to Article V. Subject to the conditions and limitations contained in Article V, the Caledonia Group may transfer any of its Shares pursuant to any registration effected thereunder.

(c) Broker Sales by Caledonia. Subject to the requirements of applicable law, the Caledonia Group may sell its Shares pursuant to one (1) or more Broker Sales; provided, however, that prior to commencing any Broker Sale, Caledonia shall, and shall cause each participating member of the Caledonia Group to, enter into a brokerage agreement with such Company’s Broker (such agreement to be on commercially reasonable terms) pursuant to which the Company’s Broker shall serve as the Caledonia Group’s agent.

(d) Unsolicited Tender Offer. The Caledonia Group may sell or exchange any of its Shares pursuant to an Unsolicited Tender Offer.

SECTION 4.4 Permitted Transfers by WLG.

(a) First 500,000 Shares. Following June 30, 2003 (if the WLG Full Transfer Date has not yet occurred), the WLG Group may sell up to five hundred thousand (500,000) of its Shares (the “Unencumbered WLG Shares”) in the same manner as contemplated by clauses (A) and (B) of Section 4.4(b).

(b) Unrestricted WLG Sales. Immediately upon and following the earlier (such date, the “WLG Full Transfer Date”) of (i) June 30, 2004 and (ii) the date on which the Caledonia Group shall have disposed of an aggregate of two million five hundred thousand (2,500,000) of its Shares, the WLG Group may sell all or any part of its Shares pursuant to (A) any registration of Shares effected under Article V, but subject to the conditions and limitations set forth therein, or (B) subject to the requirements of applicable law, pursuant to one or more Broker Sales; provided, however, that prior to commencing any Broker Sale, WLG shall, and shall cause each participating member of the WLG Group to, enter into a brokerage agreement with such Company’s Broker (such agreement to be on commercially reasonable terms) pursuant to which the Company’s Broker shall serve as the WLG Group’s agent.

(c) Stock Option Shares. The WLG Group may at any time and from time to time transfer Shares purchased pursuant to the Company’s stock option plans.

(d) Unsolicited Tender Offer. The WLG Group may sell or exchange any of its Shares pursuant to an Unsolicited Tender Offer.

SECTION 4.5 Permitted Transfers by CMS.

(a) CMS Tag Shares. Subject to Section 5.3.l(a)(ii), if the CMS Shares are transferred to a member of the CMS Group pursuant to the CMS Option or otherwise, the CMS Group may, at its option, as part of the Minimum Year One Sale, elect to sell up to six hundred thousand (600,000) of its Shares (the number of Shares to be sold by the CMS Group, the “CMS Tag Shares”).

(b) Transfers Pursuant to Article V. Subject to the conditions and limitations contained in Article V, the CMS Group may transfer any of its Shares pursuant to any registration effected thereunder.

(c) Broker Sales by CMS. Subject to the requirements of applicable law, the CMS Group may sell its Shares pursuant to one (1) or more Broker Sales; provided, however, that prior to commencing any Broker Sale, CMS shall, and shall cause each participating member of the CMS Group to, enter into a brokerage agreement with such Company’s Broker (such agreement to be on commercially reasonable terms) pursuant to which the Company’s Broker shall serve as the CMS Group’s agent.

(d) Unsolicited Tender Offer. The CMS Group may sell or exchange any of its Shares pursuant to an Unsolicited Tender Offer.

SECTION 4.6 Bulk Transfers by WLG and Caledonia. Each of the WLG Group, subject to compliance by the WLG Group with Section 4.4, or the Caledonia Group (each, as the case may be, the “SellingShareholder” and the other, the “Offeree”) may, upon receipt of a bona fide offer (a “Third Party Offer”) from a third party “person” or a “group” (as such terms are used for purposes of Section 13(d) of the Securities Exchange Act) (a “Third Party Purchaser”) to purchase an aggregate number of Shares in excess of two million and five hundred thousand (2,500,000) (the “Threshold Number”) (for purposes of this Section 4.6, transfers to a Third Party Purchaser within a twelve month period shall be aggregated and this Section 4.6 shall apply (x) in the event of an offer to purchase a number of Shares greater than or equal to the Threshold Number, to all such Shares and (y) in the event of an offer for less than the Threshold Number, which when aggregated with all prior transfers to such Third Party Purchaser during the preceding twelve (12) month period equals or exceeds the Threshold Number, to any Shares proposed to be transferred in excess of the Threshold Number (such Shares, the “Bulk Shares”)), shall the Bulk Shares to such Third Party Purchaser; provided, however, that prior to any such sale (other than to the Underwriter in connection with an Underwritten Public Offering) the Selling Shareholder shall have provided the Offeree with a right of first refusal in accordance with the following procedures:

(a) Offering Notice. The Selling Shareholder shall offer the Bulk Shares first to the Offeree, by sending written notice (an “Offering Notice”) to the Offeree, which shall state (a) the number of Bulk Shares proposed to be transferred (the “Offered Shares”); (b) the proposed purchase price per Offered Share (the “Offer Price”); and (c) the terms and conditions of such sale, each as contained in the Third Party Offer. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.

(b) Offeree Option; Exercise. For a period of thirty (30) business days after the giving of the Offering Notice (the “Offeree Option Period”), the Offeree shall have the right (the “Offeree Option”) but not the obligation to purchase all but not less than all of the Offered Shares at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. The right of the Offeree to purchase the Offered Shares under this Section 4.6 shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Offeree Option Period, to the Selling Shareholder. The failure of the Offeree to respond within the Offeree Option Period shall be deemed to be a waiver of the Offeree Option, provided that the Offeree may waive its rights under this Section 4.6 prior to the expiration of the Offeree Option Period by giving written notice to the Selling Shareholder.

(c) Closing. The closing of the purchase of Offered Shares subscribed for by the Offeree under this Section 4.6 shall be held at the executive office of the Company at 11:00 a.m., local time, on the sixtieth (60th) day after the giving of the Offering Notice or at such other time and place as the parties to the transaction may agree. At such closing, the Selling Shareholder shall deliver certificates representing the Offered Shares, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Shares shall be free and clear of any liens or other encumbrances and the Selling Shareholder shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Offered Shares. The Offeree shall deliver at the closing payment in full in immediately available funds for the Offered Shares purchased. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate.

(d) Sale to a Third Party Purchaser. Unless the Offeree elects to purchase all, but not less than all, of the Offered Shares, the Selling Shareholder may sell all, but not less than all, of the Offered Shares to a Third Party Purchaser on the terms and conditions contained in the Third Party Offer as set forth in the Offering Notice and, subject to Section 5.1(c), such Third Party Purchaser shall be entitled to the rights of the Selling Shareholder as a Holder pursuant to Article V; provided, however, that such sale is entered into within sixty (60) days after the earlier to occur of (i) the waiver by the Offeree of its option to purchase the Offered Securities and (ii) the expiration of the Offeree Option Period (the “Contract Date”); provided, further, that such sale shall not be

consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and the Offeree that it is aware of the rights of first refusal of the Offeree contained in this Agreement and of the other terms and conditions hereof and (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement and shall agree to be bound by all the terms and conditions hereof applicable to the Selling Shareholder; provided, however, that the rights of any party hereto as of the date hereof to nominate a director to the Board is non-transferable. If such sale is not consummated within thirty (30) days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective.

(e) Affiliate Transferees. For the avoidance of doubt, the provisions of this Section 4.6 shall not apply to any transfers to Affiliated Transferees.

SECTION 4.7 Conditions to Transfer. WLG, Kersaf, Caledonia and, if applicable, CMS shall, and, if applicable, shall cause each of their Controlled Affiliates to, (a) in connection with any transfer pursuant to Sections 4.2, 4.3, 4.4, 4.5 and 4.6 that is not pursuant to a Broker Sale, an Underwritten Public Offering, Unsolicited Tender Offer or in connection with the Distribution or a transfer to an Affiliated Transferee, not make any transfer to any Person who (together with such Person’s Affiliates), after giving effect to such transfer, would Beneficially Own more than fifteen percent (15%) of the outstanding Equity Securities and (b) in connection with an Underwritten Public Offering or a Broker Sale, direct the Underwriter or the Company’s Broker(s), as the case may be, to take reasonable steps to ensure a wide distribution of the brokered or underwritten Shares in accordance with customary practices, and that after giving effect to any such transfer no purchaser (together with its Affiliates) would Beneficially Own fifteen percent (15%) or more of the outstanding Shares of the Company as of such time.

SECTION 4.8 Permitted Transfers Generally. The restrictions contained in this Article IV shall not apply to any transfer effected in connection with the consummation of an Acquisition Proposal or Business Combination which is supported by the Board of Directors (including the majority of the Company’s Independent Directors).

SECTION 4.9 Distribution. Each of the parties to the Supplemental Agreement attached as Exhibit A hereto shall, and shall cause each of its respective Affiliates, to perform the obligations set forth therein and to consummate the Distribution and the other transactions contemplated thereby as soon as possible.

ARTICLE V

REGISTRATION RIGHTS

SECTION 5.1 General; Securities Subject to this Agreement.

(a) Grant of Rights. The Company hereby grants registration rights to each Holder (as defined below) upon the terms and subject to the conditions set forth in this Agreement.

(b) Registrable Securities. For the purposes of this Agreement, “Registrable Securities” means any Shares owned by either the WLG Group, the Kersaf Group, the Caledonia Group or the CMS Group as of the date hereof or acquired prior to the Standstill Expiration Date by any such Group in accordance with the terms hereof (including pursuant to the Distribution, the exercise of the Offeree Option and the transfer of the CMS Shares to a member of the CMS Group pursuant to the exercise of the CMS Option or otherwise); provided, however, that Shares shall cease to be Registrable Securities for purposes of this Agreement when a registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and all such Registrable Securities have been disposed of pursuant to such effective registration statement.

(c) Holders of Registrable Securities. A Person shall be a holder of Registrable Securities (each, a “Holder”) whenever such Person is a member of a Group (or a Person that has acquired Registrable Securities, directly or indirectly, from a member of a Group in accordance with the terms hereof (such Person, a “Permitted Transferee”)), that (i) owns of record Registrable Securities and (ii) agrees in writing to be bound by the terms of this Article V applicable to the Group in which such Person is a member or of which such Person is a transferee. For purposes of this Agreement, a Holder shall be entitled to assign its rights hereunder to a Permitted Transferee and such Permitted Transferee shall acquire such rights only if such Permitted Transferee shall have acquired one million (1,000,000) or more Registrable Securities pursuant to one (1) or more transfers made in accordance with the terms and conditions set forth in this Agreement (including, without limitation, pursuant to Section 4.6(d)) and, for the avoidance of doubt, shall include any Person who shall have acquired one million (1,000,000) or more Registrable Securities following the Standstill Expiration Date pursuant to any privately negotiated purchase; provided, however, that the rights transferred to any Permitted Transferee shall not include rights pursuant to Section 5.3.2(b)(second).

(d) If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the

Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. With respect to each Group, the Company shall be entitled to rely upon any instruction received from the authorized representative (each, an “Authorized Representative”) of each such Group appointed pursuant to Section 6.4. In furtherance of the foregoing, each of WLG, Kersaf, Caledonia and CMS hereby represents and warrants to the Company (severally and not jointly) that the Authorized Representative, as appointed from time to time, has and shall have the power and authority to make, execute, acknowledge and deliver such notices, requests, instructions, certificates, stock powers and other writing, and in general, to do any and all things and to take any and all actions that such Authorized Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the activities described in this Article V as the agent and attorney-in-fact of any Holder.

SECTION 5.2 Demand Registration Rights.

Section 5.2.1 Demand Registrations.

(a) Each Holder shall have the following rights to make written requests (specifying the intended method of disposition) (such Holder, the “Initiating Holder”) for registration under the Securities Act (each, a “Demand Registration”) of all or part of the Shares which constitute such Initiating Holder’s Registrable Securities:

(i) with respect to Shares that as of the date hereof are owned by any member
of the Kersaf Group:

(A) no more than one (1) Demand Registration covering any Shares
transferable pursuant to Section 4.2(a); and

(B) following the Minimum Year One Sale, one (1) or more Demand
Registrations, each covering no less than one million (1,000,000) Shares;

            (ii)     with respect to Shares that as of the date hereof are owned, or thereafter
     acquired in accordance with the terms of this Agreement, by any member of the
     Caledonia Group, following March 31, 2002, one (1) or more Demand
     Registrations, each covering no less than one million (1,000,000) Shares; and

            (iii)     with respect to Shares that as of the date hereof are owned, or thereafter
     acquired in accordance with the terms of this Agreement, by any member of the
     WLG Group:

                (A)     following June 30, 2003 (if the WLG Full Transfer Date has not yet
         occurred), no more than one (1) Demand Registration, covering no less than
         five hundred thousand (500,000) Shares; and

(B) following the WLG Full Transfer Date, one (1) or more Demand
Registrations, each covering no less than one million (1,000,000) Shares; and

        (iv)     with respect to Shares that as of the date hereof are owned, or thereafter
     acquired in accordance with the terms of this Agreement, by any member of the
     CMS Group, following March 31, 2002, one (1) or more Demand Registrations,
     each covering no less than one million (1,000,000) Shares.

(b) If at the time of any request to register Registrable Securities pursuant to this Section 5.2.1, the Company is engaged in a registered public offering, intends to file a registration statement solely with respect to the sale of Shares by the Company within forty five (45) days of such time or is engaged in any activity other than the filing of a registration statement which, in the reasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of such request and would be materially and adversely affected by the requested registration (each, a “Company Event”), then the Company may at its option, within five (5) business days of such request, direct that such request be delayed, (A) in the case the Company is engaged in a registered offering or intends to file such a registration statement, for a reasonable period of time not in excess of the lesser of (x) three (3) months from the date of such request or (y) forty five (45) days from the effective date of such offering (provided, however, that where such delay is requested by the Company as a result of its intention to file a registration statement within forty five (45) days of such time, the Company may exercise its rights hereunder only to the extent that such registration statement is actually filed by the Company within such forty five (45) day period) and (B) in the case of any other activity, for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company not having available financial statements or other information required to be included in such registration statement and the Company has used commercially reasonable efforts to obtain such financial statements or other information as soon as practicable. In the event any Initiating Holder(s) have made a written request to the Company for a Demand Registration and the conditions described in the immediately preceding sentence shall not exist as of the time of such request, such Demand Registration may not be delayed except as a result of the Company becoming involved in any activity other than the filing of a registration statement which, in the reasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of

such Demand Registration and would be materially and adversely affected by the requested registration (and such circumstances shall be deemed to constitute a Company Event for all purposes of this Agreement); provided, however, that such delay shall be made for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company not having available the financial statements or other information required to be included in such registration statement and the Company has used commercially reasonable efforts to obtain such financial statements or other information as soon as practicable. In addition, the Company shall not be required to file any registration within six (6) months after the effective date of any other registration statement of the Company (the “Prior Registration Delay”). Notwithstanding the foregoing, the Company shall, upon reasonable prior written notice by any Holder, use its commercially reasonable efforts to be prepared to file a registration upon the expiration of such six (6) months.

(c) The obligations of the Company to take the actions contemplated by this Section 5.2.1 hereof with respect to an offering of Shares shall be subject to the following conditions and limitations:

(i) Each participating Holder shall, and shall cause each participating member of such Holder’s Group to, conform to all applicable requirements of the Securities Act and the Securities Exchange Act with respect to the offering and sale of securities and advise each Underwriter, broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act.

(ii) Except if the Initiating Holder(s) pay any incremental costs incurred by the Company, the fulfillment of the Company’s obligations in connection with such registration shall not require the Company to prepare audited financial statements not required to be prepared for the Company to comply with its obligations under the Securities Exchange Act as of any date not coincident with the last day of any fiscal year of the Company.

(iii) As to the sale of any Additional Shares, Caledonia Tag Shares or CMS Tag Shares and subject to Section 4.2(a)(i), the Underwriter shall not be of the opinion that the sale of such Shares proposed to be registered would have a material adverse effect on the market for the Shares and, if applicable, any other securities issued by the Company.

Section 5.2.2 Effective Demand Registration. The Company shall use reasonable commercial efforts to cause any Demand Registration to become effective not later than ninety (90) days after it receives a request under Section 5.2.1 hereof and to remain effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) one hundred and twenty (120) days; provided, however, that if the Initiating Holder(s) requests the Company to withdraw such registration, other than as the result of a breach by the Company, the Initiating Holder(s) shall promptly pay all of the costs and expenses incurred by the Company in connection with such registration.

Section 5.2.3 Underwriting Procedures.

(a) Selection of Underwriters. The offering of Registrable Securities pursuant to a Demand Registration may be in the form of a firm commitment underwritten offering and the managing underwriter selected for such offering shall be an internationally recognized underwriter jointly selected by, and engaged on terms and conditions mutually satisfactory to, the Company and the Initiating Holder, each acting in good faith (having due regard to the experience and relationship with the Company and the Initiating Holder(s) of the managing underwriter) (the “Underwriter”). Each of the parties agrees and acknowledges that any of Bear Stearns, Deutsche Bank and Merrill Lynch shall, subject to the execution of customary underwriting agreements on commercially reasonable terms therewith, be deemed to satisfy the requirements of the immediately preceding sentence to serve as a managing Underwriter or a member of an underwriting syndicate.

(b) Distribution by Underwriters. The managing Underwriter selected for any offering shall enter into an agreement (containing customary indemnification provisions and representations and warranties) with the Company and the Holders whereby the Holders shall direct the underwriters to take reasonable steps to ensure a wide distribution of the underwritten shares in accordance with customary practices and that after giving effect to any such sale, no purchaser (together with its Affiliates) would Beneficially Own fifteen percent (15%) or more of the outstanding Shares of the Company as of such time.

SECTION 5.3 Incidental or “Piggy-Back” Registration Rights.

Section 5.3.1 Demand and Company Registrations.

(a) Demand Registrations.

(i) Within ten (10) days after receipt of a request for a Demand Registration pursuant to Section 5.2.1, the Company shall give written notice (the “Notice”) of such

request to all other Holders. Each of the Holders other than the Initiating Holder(s) shall, subject to the other provisions of this Section 5.3, upon receipt of written request therefor within ten (10) days after the Notice is given (the “Election Period”), have the right to include in such Demand Registration the number of Registrable Securities registrable by such Holder pursuant to Section 5.2.1 as of the time such Notice is made (the “Demand Piggyback Shares”).

(ii) Registration of the Demand Piggyback Shares requested to be registered by any Holder shall be subject to the following conditions: (A) in the case of a request by Caledonia and/or CMS in respect of a registration relating to the Minimum Year One Sale, the Underwriter being of the opinion that the sale by the Caledonia Group and the CMS Group of up to two million (2,000,000) Caledonia/CMS Tag Shares shall not have a material adverse effect on the Kersaf Group’s ability to complete the Minimum Year One Sale in satisfaction of the terms hereof, (B) in respect of a registration relating to the Minimum Year One Sale and any other Underwritten Public Offering, (x) compliance with the “cutback” provisions contained in Section 5.3.2, (y) acceptance by such Holder of the timing and terms and conditions of the subject Underwritten Public Offering (as evidenced by each such Holder and, if applicable, any participating member of such Holder’s Group, becoming a party to the applicable underwriting agreement) and (z) the Underwriter being of the opinion that the sale of Shares by such Holder and, if applicable, any participating member of such Holder’s Group, would not have a material and adverse effect on the market for the Shares and, if applicable, any other securities issued by the Company. In the event that the Underwriter shall be of the opinion that the sale of the Caledonia/CMS Tag Shares shall have a material adverse effect on Kersaf’s ability to complete the Minimum Year One Sale, the number of Caledonia/CMS Tag Shares shall be reduced to the extent recommended by such Underwriter.

(iii) In the event that the Initiating Holder(s) requests the Company to withdraw a Demand Registration, Holders who shall have elected to register Demand Piggyback Shares as of the date of such withdrawal shall have the right, upon one (1) business day’s prior written notice to the Company, to pursue such registration; provided, however, that the requirements of Section 5.2.1 shall otherwise be satisfied.

(iv) Subject to the foregoing and Section 5.3.2, (A) the Company shall include in such registration all Registrable Securities that the Company has received written requests for inclusion therein within the Election Period and (B) thereafter, in the case of Demand Registration, the Company may elect to include in such registration additional Shares issued by the Company. All requests made pursuant to this Section 5.3.1 shall specify the aggregate number of Registrable Securities to be registered.

(b) Company Registrations. If, at any time from time to time, the Company shall determine to register any of its Shares for sale in an Underwritten Public Offering

for its own account (other than a registration relating to (i) a registration of an employee compensation plan or arrangement adopted in the ordinary course of business on Form S-8 (or any successor form) or any dividend reinvestment plan or (ii) a registration of securities on Form F-4 (or any successor form) including, without limitation, in connection with a proposed issuance in exchange for securities or assets of, or in connection with a merger or consolidation with another Person), the Company will promptly give to the Holders written notice thereof, and include in such registration (subject to Section 5.3.2) all the Registrable Securities specified in a written request made by any one or more of the Holders within ten (10) days after such Holder’s receipt of such written notice from the Company (“Incidental Registration”). The right of such Holder to have Registrable Securities included in a registration pursuant to this Section 5.3.1 shall be conditioned upon such Holder and, if applicable, any participating member of such Holder’s Group accepting the timing and terms and conditions of the subject Underwritten Public Offering (as evidenced by each such Holder and, if applicable, any participating member of such Holder’s Group, becoming a party to the applicable underwriting agreement).

Section 5.3.2 Cutback.

(a) Minimum Year One Sale. The sale of Additional Shares by the Kersaf Group as part of the Minimum Year One Sale shall be subject to (i) the Underwriter being of the opinion that the sale of such Additional Shares would not have a material adverse effect on the market for the Shares and, if applicable, any other securities issued by the Company, and (ii) at the direction of the Company, reduction by the number of Caledonia/CMS Tag Shares elected to be sold pursuant to and subject to the terms and conditions set forth in Sections 4.3(a) and 4.5(a), as the case may be, and available at the time of such sale; provided, however, that the Company shall not effect such a reduction of the Additional Shares if the Underwriter shall deliver to the Company its opinion that the sale of the Caledonia/CMS Tag Shares shall not have a material adverse effect on the market for the Company’s Shares and, if applicable, any other securities issued by the Company (i.e., in such case, the Company shall register up to six million (6,000,000) Shares).

(b) Other Registrations. If the lead managing Underwriter of an offering covered by Section 5.3.1 (other than in connection with the Minimum Year One Sale) shall advise the Company on or before the date five (5) days prior to the date then scheduled for such offering that, in its view, the amount of Shares requested to be included in such registration exceeds the amount which can be sold in such offering without having a material and adverse effect on the market for the Shares and, if applicable, any other securities issued by the Company, then the Company will include in such registration: first, if the Company shall have initiated the registration, any Shares proposed to be registered by the Company; second, (i) until the Caledonia Group shall

have sold two million (2,000,000) Caledonia Tag Shares (including Caledonia Tag Shares sold pursuant to the Minimum Year One Sale) in the aggregate (the “Caledonia Sale Trigger”), Registrable Securities requested to be registered by the Caledonia Group, and (ii) until the CMS Group shall have sold one million (1,000,000) CMS Tag Shares (including CMS Tag Shares sold pursuant to the Minimum Year One Sale) in the aggregate (the “CMS Sale Trigger”), Registrable Securities requested to be registered by the CMS Group, such Caledonia Tag Shares and CMS Tag Shares to be allocated, if necessary, pro rata among such Holders on the basis of the number of Shares proposed to be registered at the time, and third, (i) prior to the Caledonia Sale Trigger and the CMS Sale Trigger, each if applicable, Registrable Securities requested to be registered by any other Holders, allocated, if necessary, pro rata among such Holders on the basis of the number of the Shares proposed to be registered at the time and (ii) following the Caledonia Sale Trigger and CMS Sale Trigger, Registrable Securities requested to be registered by all Holders, allocated, if necessary, pro rata among the Holders on the basis of the number of Shares proposed to be registered at the time. Notwithstanding anything to the contrary contained in this Agreement, the rights granted to the Caledonia Group and the CMS Group pursuant to the clause “second” in the immediately preceding sentence shall terminate no later than the Standstill Expiration Date.

Section 5.3.3 Right of Termination. The Company shall have the right to terminate or withdraw any registration initiated by it under Section 5.3.1(b) prior to the effectiveness of such registration whether or not the Holders have elected to include Registrable Securities in such registration. In the event that the Company provides the Holders who shall have elected to participate in such Company registration, notice of its intention to withdraw or terminate such registration, the Holders who shall have elected to register Shares pursuant to the Incidental Registration, shall have the right, upon one (1) business day’s prior written notice to the Company, to pursue such registration as a Demand Registration; provided, however, that the requirements of Section 5.2.1 shall otherwise be satisfied.

SECTION 5.4 Provisions Applicable to Demand and Piggy-Back Registrations.

Section 5.4.1 Expenses. The Company shall pay all Registration Expenses (as defined in Section 5.6 hereof) incurred in connection with any registration pursuant to Section 5.2 or 5.3, unless such registration fails to become effective as a result of the fault of one or more Holders or any member of such Holder’s Group, in which case the Company will not be required to pay the Registration Expenses incurred with respect to the offering of such Holder’s or Holders’ Registrable Securities, in which case such Registration Expenses shall be paid by the Holder or the member of such Holder’s Group at fault.

Section 5.4.2 Holdback Agreements.

(a) Each Holder agrees not to effect any sale or distribution of any Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during the twenty (20) days prior to and ninety (90) day period beginning on the effective date of any Demand Registration or Incidental Registration (except as part of such registration), if and to the extent requested by the Company or any Holder participating in the offering, in the case of a non-Underwritten Public Offering, or if and to the extent requested by the Underwriter, in the case of an Underwritten Public Offering; provided, however, that notwithstanding the foregoing, the Kersaf Group shall be entitled to sell (x) beginning on the twentieth (20th) day following the effective date of any such registration statement and ending on the sixtieth (60th) day following the effective date of any such registration statement (the “Sixtieth Day”), not more than an aggregate of one hundred and fifty thousand (150,000) Shares; (provided, however, that the aggregate amount of Shares sold during any trading day should not exceed ten thousand (10,000) and (y) beginning on the Sixtieth Day and ending on the ninetieth day (90) day following the effective date of any such registration statement (the “Ninetieth Day”) not more than an additional one hundred and fifty thousand (150,000) Shares (provided, however, that the aggregate amount of Shares sold during any trading day subsequent to the Sixtieth Day and prior to the Ninetieth Day shall not exceed fifteen thousand (15,000).

(b) Restrictions on Public Sale by the Company. The Company agrees not to file any registration statement with respect to any of its Equity Securities (except pursuant to registrations on Form F-4 or S-8 or any successor thereto), during the period beginning on the effective date of any registration statement in which the Holders of Registrable Securities are participating and ending on the earlier of (i) ninety (90) days after the effective date of such registration statement and (ii) the number of days agreed upon by the managing Underwriter of such registered offering which included such Registrable Securities and the Company.

SECTION 5.5 Registration Procedures.

In connection with any registration statement filed pursuant to this Agreement, the Company will, as expeditiously as possible:

(a) in connection with a request pursuant to this Agreement, prepare and file with the Commission, after receipt of a request to file a registration statement with respect to Registrable Securities, a registration statement on any form for which the Company then qualifies (or which counsel for the Company shall deem appropriate) and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, shall comply in all material respects with the Securities Act and/or the Securities Exchange Act, as the case may be and, if the

offering is an Underwritten Public Offering, shall be reasonably satisfactory to the managing Underwriter or Underwriters, and use its commercially reasonable efforts to cause such registration statement to become effective; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall (i) furnish to the counsel selected by the Initiating Holder(s), if any, copies of all such documents proposed to be filed, and (ii) notify such counsel and each participating Holder of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b) in connection with a registration pursuant to this Agreement, (i) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not more than one hundred twenty (120) days (or such shorter period that will terminate when all Registrable Securities covered by such registration statement have been disposed of) and (ii) cause each registration filed with the Commission, as amended or supplemented, to comply with the provisions of the Securities Act, the Securities Exchange Act and the rules and regulations thereunder applicable to it with respect to the disposition of all Shares covered by each registration statement during the applicable period specified herein in accordance with the intended method or methods of distribution;

(c) furnish to each participating Holder, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as each seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder;

(d) use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any participating Holder or Underwriter reasonably requests in writing and do any and all other acts and things that may be reasonably necessary or advisable to register or qualify for sale in such jurisdictions the Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction, (iii) consent to general service of process in any such jurisdiction or (iv) provide any undertaking required by such other securities or “blue sky” laws or make any change in its charter documents that the Board of Directors of the Company (including a majority of the Company’s Independent Directors) determines in good faith to be contrary to the best interest of the Company and its shareholders;

(e) use commercially reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the participating Holder(s) or the Underwriters, if any, to consummate the disposition of such Registrable Securities;

(f) notify each participating Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and prepare and file with the Commission as soon thereafter as practicable, after consultation with the Initiating Holder(s), a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g) enter into customary agreements (including an underwriting agreement in customary form, if the offering is an Underwritten Public Offering) (which shall include customary (i) indemnification and contribution provisions and representations and warranties and (ii) conditions precedents including the provision of comfort letters and legal opinion to the underwriters) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;

(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;

(i) use commercially reasonable efforts to cause all Registrable Securities covered by the registration statement to be listed on each securities exchange or market, if any, on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied;

(j) subject to the payment of the incremental costs by the Initiating Holder(s) in accordance with Section 5.2.1(c), make available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Sections 11(a) of the Securities Act and Rule 158 thereunder;

(k) cooperate and assist in any filings required to be made with the New York Stock Exchange, including in order for the Registrable Securities to be admitted to listing on the New York Stock Exchange;

(l) subject to the delivery of confidentiality agreements satisfactory to the Company, make available for inspection by representatives of any Underwriters participating in any disposition pursuant to a registration statement (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the New York Stock Exchange) and any counsel or accountant retained thereby, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such Persons, and cause the respective officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such Underwriter or counsel or accountant in connection with a registration statement, and make such representatives of the Company available for discussion of such documents as shall be reasonably requested by the Underwriters or their counsel or accountant upon prior reasonable prior written notice to the Company;

(m) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement;

(n) notify each participating Holder (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the Commission or any state securities authority for post-effective amendments and supplements to a registration statement and prospectus or for additional information after the registration statement has become effective, (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) in the case of a registration, if, between the effective date of a registration statement and the closing of any sale of Registrable Securities, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects; and

(o) in connection with an Underwritten Public Offering in excess of two million (2,000,000) Shares, use commercially reasonable efforts to commence a road show (and make commercially reasonable efforts to make Butch Kerzner or his successor available to participate in such road show) upon notice from the managing Underwriter that, in the opinion of such Underwriter, such selling efforts are advisable.

The Company may require each participating Holder and each participating member of such Holder’s Group as to which any registration is being effected to furnish to the Company such information regarding the distribution of such securities and other matters as may be required to be included in the registration statement.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (f) of this Section 5.5, such Holder shall, and shall cause each participating member of such Holder’s Group to, forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (f) of this Section 5.5 and, if so directed by the Company, such Holder shall, and shall cause each participating member of such Holder’s Group, to deliver to the Company all copies, other than permanent file copies then in such Holder’s possession or copies delivered to prospective purchasers, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, notwithstanding anything to the contrary contained herein, the Company shall extend the period during which such registration statement shall be maintained effective pursuant to this Agreement (including the period referred to in paragraph (b) of this Section 5.5) by the number of days during the period from and including the date of the giving of such notice pursuant to paragraph (f) of this Section 5.5 to and including the date when each participating Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (f) of this Section 5.5. To the extent the circumstances described in this paragraph are not the result of any action or inaction by any member of the Kersaf Group, the Minimum Year One Sale Date shall be extended by the number of days during which the discontinuance on the disposition of Registrable Securities shall be in effect.

SECTION 5.6 Registration Expenses. The Company shall pay all expenses incident to its performance of or compliance with the registration of Registrable Securities to be sold in accordance with this Agreement; provided, however, that the Company shall not pay the costs and expenses of any Holder and each participating member of such Holder’s Group relating to underwriters’ commissions and discounts and fees payable to the Commission relating to Registrable Securities to be sold by such Holder and each participating member of such Holder’s Group, brokerage fees, transfer taxes or the fees or expenses of any counsel, accountants or other representatives retained by such Holders and each participating member of such Holder’s Group, individually or in the aggregate. All of the expenses described in this Section 5.6 that are to be paid by the Company are herein called the “Registration Expenses.”

SECTION 5.7 Indemnification; Contribution.

Section 5.7.1 Indemnification by the Company. The Company agrees to indemnify to the fullest extent permitted by law, in the case of any registration statement filed pursuant to this Agreement, each participating Holder and each participating member of such Holder’s Group covered by such registration statement, each other Person who participates as an underwriter in the offering or sale of such securities, and

each Person, if any, who controls such participating Holder or any such underwriter within the meaning of the Securities Act (each an “Indemnified Party” and collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities to which such Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact or any omission or alleged omission of a material fact to be stated in any registration statement under which such securities were registered under the Securities Act, prospectus or preliminary prospectus filed by the Company or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus in light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company; provided, however, that the Company shall not be liable to the extent that any loss, claim, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Party expressly for use in the Registration Statement; provided, further, that the Company shall not be liable to any participating Holder or to any participating member of such Holder’s Group (or to any Person who acts as an underwriter in such sale or who controls such seller) to the extent that any loss, claim, or liability arises out of an untrue statement, alleged untrue statement, omission, or alleged omission made in any preliminary prospectus if either (a)(i) such participating Holder failed to send or deliver a copy of the prospectus with or prior to written confirmation of the sale by such participating Holder to the Person asserting the claim, (ii) the prospectus would have corrected such untrue statement, alleged untrue statement, omission or alleged omission and (iii) the Company has furnished such Holder a sufficient number of copies of same in accordance with Section 5.5(c); or (b)(x) such untrue statement, alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus and (y) having been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented, such participating Holder fails to deliver such prospectus as so amended or supplemented, with or prior to the written confirmation of the sale by such participating Holder the Person asserting the claim.

Section 5.7.2 Indemnification by Holders. In connection with any registration statement in which a Holder or any member of such Holder’s Group is participating, each such Holder shall furnish to the Company in writing such information with respect to such Holder and any member of such Holder’s Group as is required to be included in such registration statement pursuant to the rules and regulation under the Securities Act and each such Holder agrees to indemnify, to the fullest extent permitted

by law, the Company, its officers, directors and agents and each Person, if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus filed by the Company or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue or alleged untrue statement or omission or alleged omission was made in reliance upon and conforms with written information concerning such Holder furnished by such Holder to the Company expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Holder shall not exceed the net proceeds received by such Holder and the participating members of such Holder’s Group from the sale of its Registrable Securities. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company (but only to the extent that any untrue statement or omission or alleged omission was made in reliance upon and conforms with written information concerning such Holder furnished by such Holder to such underwriter expressly for use in such prospectus or preliminary prospectus); provided, however, that the indemnification of such Holder shall be limited to the net proceeds received by such Holder and the participating members of such Holder’s Group from the sale of its Registrable Securities.

Section 5.7.3 Contribution. If the indemnification provided for in this Section 5.7 is unavailable to any Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, to the extent such indemnification is unavailable, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party (and, if the indemnifying party is a Holder, aggregated with the relative fault of the participating members of such Holder’s Group) and Indemnified Parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of such indemnifying party or, if applicable, any participating of such Holder’s Group and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or, if applicable, any participating of such Holder’s Group or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.7.3 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

SECTION 5.8 Reporting Company Covenant. The Company covenants and agrees that it shall use commercially reasonable efforts to satisfy the listing requirements of the New York Stock Exchange and shall remain subject to the reporting obligations of the Securities Exchange Act until consummation of the Minimum Year One Sale; provided, however, that the foregoing covenant shall terminate upon the consummation of any Business Combination.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 No Liability. No party to this Agreement shall have any liability for any action or inaction taken or omitted to be taken by any other party or a member of such other party’s Group.

SECTION 6.2 Legend. Each of the parties agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Shares, to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE REGISTRATION RIGHTS AND

GOVERNANCE AGREEMENT, DATED JULY 3, 2001 (THE "GOVERNANCE AGREEMENT"), AMONG THE CORPORATION AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE CORPORATION'S PRINCIPAL OFFICE. THE CORPORATION WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE CORPORATION UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE GOVERNANCE AGREEMENT.

SECTION 6.3 Adjustments. References to numbers of Shares and to sums of money contained herein shall be adjusted to account for any reclassification, exchange, combination, substitution, combination, stock split or reverse stock split of the Shares, including in connection with any merger or otherwise.

SECTION 6.4 Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be given (and shall be deemed to have been given upon receipt) if delivered in person or sent by facsimile, telegram, telex, by registered or certified mail (postage prepaid, return receipt requested) or by an internationally recognized overnight courier to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.4):

if to the Company, to:

Sun International Hotels Limited
P.O. Box N-4777
Nassau, The Bahamas
Attention: Charles D. Adamo, Esq.
Facsimile: (242) 363-4581

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
United States of America
Attention: Kenneth M. Schneider, Esq.
Facsimile: (212) 757-3990

if to WLG, to:

WORLD LEISURE GROUP LIMITED
c/o Trident Trust Company Limited
PO Box 146, Road Town
Tortola, British Virgin Islands
Attention: The Company Secretary
Facsimile: 0101 809 494 3754

and its Authorized Representative:

Norton Rose
Kempson House
Camomile Street
London EC3A 7AN
England
Attention: Christopher Pearson, Esq.
Facsimile: 011 4420 7283 6500

with a copy to:

Boies, Schiller & Flexner LLP
80 Business Park Drive
Suite 110
Armonk, NY 10504
United States of America
Attention: Christopher Boies, Esq.
Facsimile: (914) 273-1534

if to Kersaf to:

KERSAF INVESTMENTS LIMITED
3 Sandown Valley Crescent
Sandown, Sandton
Republic of South Africa
Attention: The Company Secretary
Facsimile: 010 27 11 783 7446

and its Authorized Representative:

KERSAF INVESTMENTS LIMITED
3 Sandown Valley Crescent
Sandown, Sandton
Republic of South Africa
Attention: Derek Aubrey Hawton
Facsimile: 01027 11 783 7446

with a copy to:

c/o Badgemore House
Gravel Hill
Henley-on-Thames RG9 4NR
England
Attention: The Company Secretary
Facsimile: 014 91 576526

if to Caledonia, to:

CALEDONIA INVESTMENTS PLC
Cayzer House
1 Thomas More Street
London E1 9AR
England
Attention: The Company Secretary
Facsimile: 020 7488 0896

and its Authorized Representative:

Mangalitsa Limited
Sandringham House
83 Shirley Street
P.O. Box N3247
Nassau, The Bahamas
Attention: Surinder Deal
Facsimile: 242 328 6919

with a copy to:

Freshfields Bruckhaus Deringer
65 Fleet Street
London EC4Y 1HS
England
Attention: Jonathan Rees
Facsimile: 0207 832 7001

if to CMS, to:

CEMENT MERCHANTS SA
P.O. Box 777
Steinort 175
FL-9497 Triesenberg
Principality of Liechtenstein
Attention: The Company Secretary
Facsimile: (432) 262-7989

and its Authorized Representative:

CEMENT MERCHANTS SA
P.O. Box 777
Steinort 175
FL-9497 Triesenberg
Principality of Liechtenstein
Attention: Dr. Hans Eggenberger
Facsimile: (432) 262-7989

with a copy to:

CMS Hasche Sigle Eschenlohr Peltzer Schafer
Stadthausbrucke 1-3
20355 Hamburg
Germany
Attention: Dr. Michael Strobel
Facsimile: 011 49 40 3 76 30 300

SECTION 6.5 Amendments; No Waivers.

(a) Subject to Section 2.9, no provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed by each of the

Company, WLG, Kersaf, Caledonia and CMS, and, in the case of a waiver, by the party against whom the waiver is to be effective; provided that no such amendment or waiver shall be effective against the Company without the prior approval of a majority of the Company’s Independent Directors.

SECTION 6.6 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Except as expressly provided herein, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement.

SECTION 6.7 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed entirely within such State and, to the extent applicable, the federal securities laws of the United States.

SECTION 6.8 JURISDICTION.

SECTION 6.9 Counterparts; Effective. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other party hereto.

SECTION 6.10 Specific Performance. The parties hereto (and any Person who agrees to be bound hereby pursuant to the terms hereof) acknowledge and agree, and shall cause each of its Affiliates to agree, that their respective remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of that fact, agree that, in the event of a breach or threatened breach by any party (or any of such Persons) of the provisions of this Agreement, in addition to any remedies at law, they shall, respectively, without posting any bond, be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

SECTION 6.11 No Third Party Beneficiaries. Nothing contained in this Agreement, express or implied, is intended to or shall confer upon anyone other than the parties hereto (and their permitted successors and assigns) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 6.12 Termination. The provisions of this Agreement shall terminate as follows:

(a) Article II shall terminate as of the Standstill Expiration Date;

(b) Article III shall continue in accordance with its terms;

(c) Article V shall continue with respect to any Registrable Securities registrable as of the Standstill Expiration Date;

(d) the remaining provisions of this Agreement (other than Article VI) shall terminate upon the earlier of (i) the Standstill Expiration Date or (ii) as to any of the WLG Group, the Kersaf Group, the Caledonia Group or the CMS Group, upon the date such Group shall no longer Beneficially Own any Shares; and

(e) Article VI shall continue with respect to any provision until such provision is terminated or is no longer applicable pursuant to this Section 6.12.

SECTION 6.13 Severability. If any provision of this Agreement or the application of any provision hereof to any party hereto or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to the other parties hereto or sets of circumstances shall not be affected, unless the provisions held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

SUN INTERNATIONAL HOTELS LIMITED

By:
       ————————————————
        Name:
        Title:

SUN INTERNATIONAL INVESTMENTS LIMITED

By:
       ————————————————
        Name:
        Title:

WORLD LEISURE GROUP LIMITED

By:
       ————————————————
        Name:
        Title:

KERSAF INVESTMENTS LIMITED

By:
       ————————————————
        Name:
        Title:

CALEDONIA INVESTMENTS PLC

By:
       ————————————————
        Name:
        Title:

MANGALITSA LIMITED

By:
       ————————————————
        Name:
        Title:

CEMENT MERCHANTS SA

By:
       ————————————————
        Name:
        Title:

ROSEGROVE LIMITED

By:
       ————————————————
        Name:
        Title:

ROYALE RESORTS HOLDINGS LIMITED

By:
       ————————————————
        Name:
        Title:

SUN INTERNATIONAL INC.

By:
       ————————————————
        Name:
        Title:

EXECUTION COPY

Annex A

Beneficial Ownership of the Company
WLG	4,637,379 (excludes stock option Shares)
Kersaf	5,733,309
Mangalitsa	5,808,293
CMS	1,686,984

Beneficial Ownership of Kersaf
SIHL	None
WLG	50,500

EXECUTION COPY

Annex B

Proxy Schedule

Existing SIHL Shareholders of Record


SIIL	13,487,380
Rosegrove	2,625,000
Sun International Inc.	1,100,000
Royale Resort Holdings Limited	510,000

Proxies to be Granted
SIIL	WLG	6,143,501.6
	Mangalitsa	6,143,501.6
	CMS	1,200,376.8

Rosegrove	Mangalitsa	1,793,531
	WLG	481,031
	CMS	350,437

Sun International Inc.	Mangalitsa	550,000
	WLG	550,000

Royale Resorts Holdings Limited	CMS	136,170
	WLG	186,915
	Mangalitsa	186,915

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Rule 13d - 101 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __)1

Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7. To Be Filed as Exhibits

Signatures

Directors & Executive Officersof the Reporting Persons

FAMILIENSTIFTUNG VON RANTZAU-ESSBERGER

CEMENT MERCHANTS S.A.

EXHIBITS TO SCHEDULE 13D

(Rule 13d-101)

for

KERZNER INTERNATIONAL LIMITED

EXHIBIT INDEX

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Rule 13d - 101

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)¹

Directors & Executive Officers
of the Reporting Persons