PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)Cascade Investment LLC • February 14th, 2007 • Hotels & motels
VOTING AGREEMENTVoting Agreement • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • Ontario
THIS VOTING AGREEMENT (this “Agreement”), dated as of February 9, 2007, is made and entered into by and among FS Acquisition Corp., a British Columbia corporation (“Purchaser”), Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”), Triples Holdings Limited, an Ontario corporation (“Triples”), and, other than for purposes of Section 3(b) hereof, Four Seasons Hotels Inc., an Ontario corporation (the “Company”). Kingdom, Cascade and Triples are referred to herein collectively as the “Shareholders” and each individually as a “Shareholder.”
AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENTFunding and Cooperation Agreement • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • New York
THIS AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENT (this “Agreement”) is dated as of February 8, 2007 by and among Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade” and, together with Kingdom, the “Lead Investors”), Triples Holdings Limited, an Ontario corporation (“Triples” and, together with the Lead Investors, the “Investors”), and Isadore Sharp (“Sharp” and, together with Triples, the “Sharp Parties”; the Sharp Parties and the Lead Investors are referred to herein as the “Parties”) and amends and restates that certain Funding and Cooperation Agreement, dated as of November 3, 2006, by and among the Parties, as amended by that certain Amendment No. 1 to Funding and Cooperation Agreement, dated as of December 27, 2006, by that certain Amendment No. 2 to Funding and Cooperation Agreement, dated as of January 19, 2007, and by that certain Amendment No. 3 to Funding and Cooperation A
LIMITED GUARANTYLimited Guaranty • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • Ontario
THIS LIMITED GUARANTY (this “Guaranty”) is made as of February 9, 2007, by each of Kingdom Hotels International, a Cayman Islands company (“Kingdom”), and Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”), in favor of Four Seasons Hotels Inc., a corporation incorporated under the laws of the Province of Ontario (the “Company”). Each of Kingdom and Cascade shall be referred to herein individually as a “Guarantor,” and, together, as the “Guarantors.” With respect to each Guarantor, the other Guarantor hereunder shall be referred to as the “Other Guarantor.”
ACQUISITION AGREEMENTAcquisition Agreement • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • Ontario
AMENDMENT NO. 1 AND JOINDER TO AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENTFunding and Cooperation Agreement • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • New York
THIS AMENDMENT NO. 1 AND JOINDER TO AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENT ( this “Amendment No. 1 and Joinder”) is entered into as of February 9, 2007, by and among Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”), Triples Holdings Limited, an Ontario corporation (“Triples”), Isadore Sharp (“Sharp”, and together with Kingdom, Cascade, and Triples, the “Original Parties”), and FS Acquisition Corp., a British Columbia corporation (“Acquirer”), and amends that certain Amended and Restated Funding and Cooperation Agreement, dated as of February 8, 2007, by and among the Original Parties (the “Amended and Restated Funding and Cooperation Agreement”).
SHARE ACQUISITION AGREEMENTShare Acquisition Agreement • February 14th, 2007 • Cascade Investment LLC • Hotels & motels • Ontario
WHEREAS as of the date hereof, the Holder is the beneficial owner of 1,984,150 limited voting shares in the capital of the Issuer (each an “Acquired Share” and collectively the “Acquired Shares”);
