March 20, 2006
World Leisure Group Limited
Trident Trust Company Limited
PO Box 146
Road Town Tortola
British Virgin Islands
Gentlemen:
Reference is made to the Registration Rights and Governance
Agreement dated as of July 3, 2001 (as amended, the "Agreement"), by and among
Sun International Hotels Limited, a company incorporated under the laws of The
Bahamas (renamed "Xxxxxxx International Limited") (the "Company"), Sun
International Investments Limited, a company incorporated under the laws of
the British Virgin Islands, 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, Caledonia Investments PLC, a company incorporated under the laws
of England ("Caledonia"), Mangalitsa Limited, a company incorporated under the
laws of The Bahamas, Cement Merchants SA, a company, incorporated under the
laws of Panama, Rosegrove Limited, a company incorporated under the laws of
the British Virgin Islands, Royale Resorts Holdings Limited, a company
incorporated under the laws of Bermuda and Sun International Inc., a company
incorporated under the laws of Panama.
The undersigned are pleased to confirm that each of them are, by this
letter, waiving the restrictions of Section 2.1 of the Agreement solely with
respect to the WLG Proposal. For purposes of this waiver letter, the term "WLG
Proposal" means the proposal by K-Two Holdco Limited (which is an affiliate of
WLG) ("Buyer") to acquire all of the outstanding shares of the Company at a
price of $76.00 per share in cash, pursuant to and in the manner contemplated
by the Agreement and Plan of Merger by and among the Company, Buyer and K-Two
Subco Limited dated as of March 20, 2006 (the "Merger Agreement"), and other
related documents that are on terms acceptable to the Company.
This letter constitutes a valid waiver under the terms of the
Agreement and may be relied upon by WLG and Buyer for all purposes, subject to
the limitations of such waiver set forth herein. The Company also confirms
that this waiver has been approved by the approval of a majority of the
Company's Independent Directors (as defined in the Agreement). WLG
acknowledges that it continues to be bound by all existing agreements between
it and the Company, including the Agreement, and that this letter agreement
does not in any manner modify or limit the Company's or WLG's rights under
such agreements, except as and to the extent specifically set forth herein.
This letter and the waivers set forth herein will terminate and be of
no further effect upon the termination of the Merger Agreement.
Sincerely,
XXXXXXX INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: Chairman of the Special Committee
CALEDONIA INVESTMENTS PLC
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Company Secretary
CEMENT MERCHANTS SA
By: /s/ Xx. Xxxx Xxxxxxxxxxx
------------------------------
Name: Xx. Xxxx Xxxxxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
Agreed and Acknowledged:
WORLD LEISURE GROUP LIMITED
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
Title: Chairman
