Schedule 13D/A

-----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, JYh7JY62FS4sswytbPI3hAZdiMsbiY+SPNS1pb+nDEbH7sPRffttbEtAbPVkRxa4 ZuJd/os60/WfRDmqZhhBPw== 0001193125-05-130775.txt : 20050624 0001193125-05-130775.hdr.sgml : 20050624 20050624143316 ACCESSION NUMBER: 0001193125-05-130775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 GROUP MEMBERS: THE CAYZER TRUST COMPANY LIMITED 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48645 FILM NUMBER: 05914821 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALEDONIA INVESTMENTS PLC CENTRAL INDEX KEY: 0001037766 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND STATE: A1 ZIP: 00000 BUSINESS PHONE: 4401714814343 MAIL ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Kerzner International Limited

(Name of Issuer)

Ordinary Shares ($.001 par value)

(Title of Class of Securities)

P8797T133

(CUSIP Number)

Mr. Graeme P. Denison, Caledonia Investments plc, Cayzer House, 30 Buckingham

Gate, London, England SWIE 6NN (44-20-7802-8080)

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)

June 15, 2005

(Date of Event which Requires Filing of 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(b) for other parties to whom copies are to be sent.

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 on 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).

SEC 1746


CUSIP NO. P8797T133		13D		Page 2 of 12 Pages


1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Caledonia Investments plc
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	SOURCE OF FUNDS (See Instructions) Not Applicable
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION England

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7) SOLE VOTING POWER

2,922,293

8) SHARED VOTING POWER

429,030

9) SOLE DISPOSITIVE POWER

-0-

10) SHARED DISPOSITIVE POWER

2,922,293


11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,351,323
12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14)		TYPE OF REPORTING PERSON (See Instructions) CO


CUSIP NO. P8797T133		13D		Page 3 of 12 Pages


1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The Cayzer Trust Company Limited
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	SOURCE OF FUNDS (See Instructions) Not Applicable.
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION England

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7) SOLE VOTING POWER

-0-

8) SHARED VOTING POWER

3,351,323

9) SOLE DISPOSITIVE POWER

-0-

10) SHARED DISPOSITIVE POWER

2,922,293


11)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,351,323
12)		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14)		TYPE OF REPORTING PERSON (See Instructions) CO

Schedule 13D

Under the Securities and Exchange Commission Act of 1934

Item 1. Security and Issuer

This amendment to this Schedule 13D (“ Statement”) relates to the ordinary shares ($.001 par value) (“Ordinary Shares”) of Kerzner International Limited, a company incorporated under the laws of The Bahamas (the “Issuer”). The principal executive offices of the Issuer are located at Coral Towers, Paradise Island, The Bahamas.

Item 2. Identity and Background

(a) This Statement is filed by Caledonia Investments plc (“Caledonia” or the “Reporting Person”) as the beneficial owner of the 3,351,323 Ordinary Shares or 9.2% of the outstanding Ordinary Shares previously referenced on page 2. The Cayzer Trust Company Limited (“Cayzer” or the “Additional Person”) may be deemed to be an indirect beneficial owner of the Ordinary Shares given its direct holdings of 33.33% of the outstanding capital stock of Caledonia. Cayzer may be deemed to control Caledonia. Cayzer disclaims beneficial ownership of the Ordinary Shares of the Issuer. Furthermore, the filing of this Statement should not be construed as an admission that any control relationship between Caledonia and Cayzer actually exists.

(b), (c) and (f) The principal business address for Caledonia and Cayzer is Cayzer House, 30 Buckingham Gate, London, England SW1E 6NN. Caledonia is an investment trust company and Cayzer is an investment holding company, both of which are organized under the laws of England and Wales. The names, principal occupation and addresses of the officers and directors of Caledonia and Cayzer are set forth on Schedule A hereto and are incorporated herein by reference. Certain additional information about the officers and directors of the Caledonia and Cayzer is set forth on Schedule A hereto and is incorporated herein by reference.

(d) - (e) During the last five years, neither the Reporting Person nor the Additional Person, according to any of the Reporting Person’s knowledge, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

On June 21, 2005, Caledonia completed the sale of 700,000 Ordinary Shares to Deutsche Bank Securities Inc. (“Deutsche Bank”) pursuant to the terms and conditions of the Purchase Agreement between Caledonia and the Deutsche Bank (the “Purchase Agreement”). The discussion in this Item 4 should be read with the disclosure under Item 6 of this Statement and the Purchase Agreement, which is incorporated herein and attached as Exhibit 99.I. Caledonia will use the proceeds from the sale for general corporate purposes.

Caledonia may, from time to time, increase, reduce or dispose of its investment in the 2,922,293 Ordinary Shares of the Issuer that Caledonia has the sole voting and dispositive power over, depending on general economic conditions, economic conditions in the markets in which the Issuer operates, the market price of the Ordinary Shares of the Issuer, the availability of funds, borrowing costs, the strategic value of the investment to Caledonia and other considerations. The voting rights to the 429,030 Ordinary Shares held by Caledonia may be reduced over time as provided in the Proxy Agreement.

Other than as described above, Caledonia currently has no plan or proposal which relates to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although Caledonia reserves the right to develop such plans or proposals consistent with applicable law.

Item 5. Interest in Securities of Issuer

(a) Caledonia is the beneficial owner of 3,351,323 Ordinary Shares of the Issuer, which includes the sole right to vote and dispose of 2,922,293 Ordinary Shares and the sole voting rights (without dispositive power) for 429,030 Ordinary Shares pursuant to the terms of the Irrevocable Proxy Agreement dated July 3, 2001 (“Proxy Agreement”). The discussion in this Item 5 of Caledonia’s voting rights to 429,030 Ordinary Shares should be read with the Proxy Agreement, which was previously filed as Exhibit 99.B and is incorporated hereby into this discussion. Caledonia’s beneficial ownership of the Ordinary Shares represents 9.2% of the total of 36,306,967 Ordinary Shares outstanding according to information received from the Issuer. By virtue of the relationships described in Item 2, Cayzer may be deemed to share indirect beneficial ownership of the Ordinary Shares of the Issuer owned directly by Caledonia. Cayzer disclaims all such beneficial ownership. Furthermore, the filing of this Statement should not be construed as an admission that any control relationship between Caledonia and Cayzer actually exists.

(b) Caledonia has the power to vote or direct the vote, and dispose or direct the disposal of the 2,922,293 Ordinary Shares of the Issuer. Caledonia has the right to vote an additional 429,030 Ordinary Shares pursuant to the terms of the Proxy Agreement.

(c) Except as disclosed in Items 3, 4 and 6, there have been no transactions in the Ordinary Shares of the Issuer by Caledonia.

(d) Caledonia has the right to receive and the power to direct receipt of dividends from the 2,922,293 Ordinary Shares of the Issuer that it holds.

(e) Not applicable.

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

On June 21, 2005, Caledonia completed the sale of 700,000 Ordinary Shares to Deutsche Bank for an aggregate purchase price of $40,610,000 (500,000 shares at $57.82 per share and 200,000 shares at $58.50 per share). The conditions to completion of the sale of the 700,000 Ordinary Shares by Caledonia have been satisfied. The discussion in this Item 6 should be read with the Purchase Agreement, incorporated herein and attached as Exhibit 99.I.

Item 7. Material to Be Filed as Exhibits

Exhibit No. Description

99.A.* Form of Supplemental Agreement dated July 3, 2001 to the Original Shareholders’ Agreement dated October 11, 1993 and to the Rosegrove Shareholders’ Agreement entered into on May 3, 1994 by and among Kersaf Investments Limited, Sun International Inc., Sun Hotels International, Royale Resorts Holdings Limited, World Leisure Investments Limited, Sun Hotels Limited, World Leisure Group Limited, Royale Resorts International Limited, Caledonia Investments plc, Solomon Kerzner, Sun International Management Limited, Rosegrove Limited, Sun International Investments Limited, Mangalitsa Limited and Hog Island Holdings Limited.

99.B.* Form of Irrevocable Proxy Agreement dated as of July 3, 2001, 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.

99.C.* Registration Rights and Governance Agreement, dated as of July 3, 2001, 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.

99.D.** Agreement for Sale and Purchase, dated January 8, 2003 by and among Mangalitsa Limited and Caledonia Investments plc.

99.E. *** Stock Purchase Agreement, dated July 15, 2004 by and between Caledonia Investments plc, a company incorporated under the laws of England and Istithmar PJSC, a company organized under the laws of Dubai.

99. F. *** Press Release dated July 16, 2004 announcing strategic alliance between Kerzner International Limited and Istithmar PJSC.

99. G. **** Press Release dated August 10, 2004 announcing completion of sale of 1.3 million Kerzner International Limited Ordinary Shares.

99. H. ***** Purchase Agreement, dated March 1, 2005, by and between Caledonia Investments plc and Deutsche Bank Securities Inc.

99. I. Purchase Agreement, dated June 17, 2005, by and between Caledonia Investments plc and Deutsche Bank Securities Inc.

*	Previously filed as Exhibits to the Schedule 13D filed with the SEC on July 13, 2001.

**	Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D filed with the SEC on January 21, 2003.

***	Previously filed as Exhibits to Amendment No. 3 to the Schedule 13D filed with the SEC on July 27, 2004.

****	Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D filed with the SEC on August 11, 2004.

*****

Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D filed with the SEC on March 7, 2005.

SIGNATURES

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


June 24, 2005	CALEDONIA INVESTMENTS PLC

	By:	/s/ GRAEME P. DENISON
	Name:	Graeme P. Denison
	Title:	Company Secretary

June 24, 2005	THE CAYZER TRUST COMPANY LIMITED

	By:	/s/ DOMINIC V. GIBBS
	Name:	Dominic V. Gibbs
	Title:	Company Secretary

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see U.S.C. 1001).

Schedule A to Schedule 13D

(i) Directors and Executive Officers of Caledonia Investments plc


Name	Residence	Principal Occupation	Citizenship
C. M. Allen-Jones	Beacon House Arkesden Nr. Saffron Walden Essex CB11 4HF England	Retired	United Kingdom

P. N. Buckley	6 Albert Place London W8 5PD England	Chairman, Caledonia Investments plc	United Kingdom

J. H. Cartwright	Rectory Meadow Hawthorn Place, Penn Buckinghamshire HP10 8EH England	Finance Director, Caledonia Investments plc	United Kingdom

Hon. C. W. Cayzer	Brizes Lodge Leafield Road Chipping Norton Oxfordshire OX7 3DD England	Executive Director, Caledonia Investments plc	United Kingdom

J. M. B. Cayzer-Colvin	Ogbury House Great Dunsford Salisbury Wiltshire SB4 6AZ England	Executive Director, Caledonia Investments plc	United Kingdom


Name	Residence	Principal Occupation	Citizenship
M. E. T. Davies	Admington Hall Shipston-on-Stour Warwickshire CV36 4JN England	Director, Fleming Family & Partners Ltd.	United Kingdom

G. P. Denison	48 Queens Road Hertford Hertfordshire SG13 8BB England	Company Secretary, Caledonia Investments plc	United Kingdom

R Goblet d’Alviella	Rue du Village 5 B-1490 Court Saint Etienne Brussels Belgium	Chief Executive Officer Sofina sa	Belgium

T. C. W. Ingram	6 Ranelagh Avenue London SWG 3PJ England	Chief Executive, Caledonia Investments plc	United Kingdom

J. R. H. Loudon	Olantigh Wye Ashford Kent, England TN25 5EW	Company Director	United Kingdom

J.M. May	Hill House	Executive Director	United Kingdom
	Arkesden Essex CB11 4EX England	Caledonia Investments plc

D. G. F. Thompson	Albrighton Hall High Street Albrighton Wolverhampton WV7 3JQ England	Chairman, The Wolverhampton & Dudley Breweries plc	United Kingdom


Name	Residence	Principal Occupation	Citizenship
W. P. Wyatt	Bleake House 14 The Hollow	Executive Director Caledonia	United Kingdom
	Knossington Oakham Leicestershire LE15 8LB England	Investments plc

(ii) Directors and Executive Officers of The Cayzer Trust Company Limited


Name	Residence	Principal Occupation	Citizenship
P. N. Buckley	6 Albert Place London W8 5PD England	Chairman, Caledonia Investments plc	United Kingdom

Hon. C. W. Cayzer	Brizes Lodge Leafield Road Chipping Norton Oxfordshire OX7 3DD England	Executive Director, Caledonia Investments plc	United Kingdom

P. R. Davies	No. 6 Belvedere House Priory Road, Sunningdale, Berkshire SL5 9RH England	Solicitor	United Kingdom

D. V. Gibbs	Flat 2 143 Finborough Road London SW10 9AW England	Director and Company Secretary, The Cayzer Trust Company Limited	United Kingdom

Hon. Mrs. Gilmour	Flat 8 62 Rutland Gate London SW7 1PJ England	Art Historian	United Kingdom

I. A. Leeson	Eaton House 7 Eaton Park Cobham Surrey KT11 2JF England	Chartered Accountant	United Kingdom

J. I. Mehrtens	51 Oxenden Wood Road Chelsfield Park Orpington, Kent BR6 6HP England	Retired	United Kingdom

Name

Residence

Principal

Occupation

Citizenship

M. G. Wyatt

Pippin Park

Lidgate, Newmarket

Suffolk

CB8 9PP

England

Retired

United Kingdom

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.I

PURCHASE AGREEMENT

Pricing Terms and Closing Arrangements


Seller: Caledonia Investments PLC		Issuer (ticker): KZL

Common Stock of Issuer (the “Shares”): 700,000		Per Share purchase price: 500,000 shares at $57.82 and 200,000 shares at $58.50

Aggregate Purchase Price: $40,610,000		Closing Time: 12:00 on Monday, June 20, 2005

The Seller agrees with Deutsche Bank Securities Inc. (“Deutsche Bank”) that Seller shall sell and Deutsche Bank shall purchase the Shares on the terms and subject to the conditions set forth in this Agreement.

Payment for the Shares is to be made in Federal (same day) funds to an account designated by the Seller against delivery of certificates therefor to the Deutsche Bank. Such payment and delivery are to be made through the facilities of The Depository Trust Company at the Closing Time or at such other time and date as Seller and Deutsche Bank shall agree upon.

Closing Conditions, Representations and Warranties and Indemnity

Deutsche Bank’s obligations under this Agreement are subject to the conditions specified in Annex I, and the Seller shall indemnify Deutsche Bank to the extent specified in Annex I.

The Seller makes the representations and warranties and provides the undertakings specified in Annex II.

Notices, Rights of Third Parties, Governing Law and Counterparts

No statement, notice or waiver under, or amendment to, this Agreement shall be valid unless it is in writing and, in the case of amendments, executed by each party. Notices shall be delivered by facsimile as indicated below.

This Agreement shall be binding upon, and inure solely to the benefit of, Deutsche Bank and the Seller and their respective successors and permitted assigns and, to the extent provided herein, their directors, officers, employees and controlling persons and no other person shall acquire or have any rights under or by virtue of this Agreement. Time shall be of the essence in this Agreement, and neither party may assign any of its rights or obligations under this Agreement to any other party.

This Agreement shall be governed by and construed in accordance with the laws of the state of New York, and the parties agree that the State and Federal courts located in New York County are the most appropriate and convenient courts to hear any dispute under or arising out of this Agreement and, accordingly, submit to the exclusive jurisdiction of such courts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.


DEUTSCHE BANK SECURITIES INC.		SELLER Seller’s Legal Name: Caledonia Investments plc

By:	/s/ BRADLEY S. MILLER	By:	/s/ GRAEME P. DENISON
Name:	Bradley S. Miller	Name:	Graeme P. Denison
Title:	Director	Title:	Company Secretary
Date:	6/17/05	Date:	6/17/05
Facsimile for Notices:		Facsimile for Notices:
Attn:		Attn:

Annex I

Conditions

The obligations of Deutsche Bank under this Agreement are subject to the conditions set forth below. Deutsche Bank may waive, in its sole discretion, any of these conditions by written notice to the Seller.

Delivery of the Shares. The Shares shall be delivered at the Closing Time in accordance with the terms of this Agreement.

Accuracy of Seller’s Representations and Warranties. Each of the representations and warranties of the Seller shall have been correct when given or made and shall be correct in all material respects at the Closing Time as though it had been given or made at the Closing Time, and, if requested, Deutsche Bank shall have received a certificate of an executive officer or director of the Seller confirming satisfaction of this condition.

No Force Majure Event Has Occurred. None of the following events shall have occurred between the date of this Agreement and the Closing Time: (A) a suspension of trading generally on the New York Stock Exchange or a limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the New York Stock Exchange, (B) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in Deutsche Bank’s reasonable judgement, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (C) the declaration of a banking moratorium by United States or New York State authorities.

In the event that Seller shall not have delivered the Shares as required, or any of the above conditions shall not have been satisfied (or waived in writing), by or at the Closing Time, Deutsche Bank shall not be bound to proceed with any purchase of the Shares and this Agreement shall cease to have effect, except for the liability of the Seller arising before or in relation to such termination and as otherwise provided herein, provided that, if the Seller delivers less than all of the Shares by or at the Closing Time, Deutsche Bank shall also have the option to effect the purchase of any number of such Shares as are delivered at the agreed purchase price per share, but such partial purchase shall not relieve the Seller from liability for its default with respect to the Shares not purchased.

Indemnification

The Seller agrees to indemnify and hold harmless Deutsche Bank against any losses, claims, damages, demands or liabilities to which Deutsche Bank may become subject in so far as such losses, claims, damages or liabilities (or actions in respect hereof) relate to or arise out of any breach or alleged breach of the terms of this Agreement or as a result of any of the representations and warranties of the Seller being, or alleged to be, untrue or misleading in any respect. This indemnity shall not, however, apply to the extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from Deutsche Bank’s willful default. The Seller agrees to reimburse Deutsche Bank promptly for any duly itemized expenses (including reasonable counsel’s fees) reasonably incurred by Deutsche Bank in connection with investigating or defending any such action or claim. The indemnification obligations of the Seller are in addition to any liability the Seller may otherwise have and shall extend, upon the same terms and conditions, to the respective directors, officers, employees and controlling persons of Deutsche Bank. The indemnification obligations of the Seller shall survive termination of this Agreement.

AI-1

Annex II

Representations & Warranties; Undertakings

The Seller represents and warrants to, and agrees with, Deutsche Bank that:

This is a Valid and Binding Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and legally binding agreement of the Seller.

Seller Has All Necessary Approvals to Sell the Shares. All consents, orders, approvals, and other authorizations, whether governmental, corporate or other, necessary for the execution, delivery and performance by the Seller of this Agreement and the transactions contemplated hereby have been obtained or made and are in full force and effect.

The Sale Does Not Conflict with the Seller’s Other Agreements or Applicable Laws. The compliance by the Seller with all of the provisions of this Agreement will not conflict with, result in a breach or violation of, or constitute a default under: (A) the terms of any agreement or instrument to which the Seller or its subsidiaries is a party or by which it or any of its or their properties or assets is bound, other than the terms of any such agreements or instruments from which the Seller has obtained a waiver; or (B) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over, the Seller, its assets or its properties.

Registration Under the Securities Act. The sale of the Shares is exempt from registration under the U.S. Securities Act of 1933, as amended, provided the representation letter of Deutsche Bank in connection with this transaction is true and accurate as of the date executed.

Seller Will Transfer Good and Valid Title to the Shares, Free of Restrictions . The Seller has good and valid title to the Shares free and clear of liens, encumbrances, equities or claims; and upon delivery of the Shares to Deutsche Bank, pursuant to this Agreement, good and valid title to the Shares, free and clear of liens, encumbrances, equities or claims, will pass to Deutsche Bank.

The Seller has not Manipulated the Price of any of the Issuer’s Securities. Neither the Seller nor anyone acting on its behalf has made or will make bids for, or purchases of, any security (A) for the purpose of creating actual or apparent trading in, or of raising the price of, any security of the Issuer or (B) which are designed to cause, have caused, or might reasonably be expected to cause, manipulation of the price of any security of the Issuer.

The Seller is not Violating “Insider Trading” Laws. The Seller does not have any material non-public information concerning the Issuer, the sale of the Shares hereunder will not, to the knowledge of Seller, constitute a violation by Seller of Rule 10b-5 under the Securities Exchange Act of 1934 (the “Exchange Act”) or any other applicable law prohibiting “insider dealing” in securities and the sale of Shares by the Seller is not prompted by any material information concerning the Issuer which is not disclosed in the Issuer’s filings under the Securities Exchange Act of 1934, as amended.

The Seller undertakes to immediately notify Deutsche Bank in writing if any of its representations or warranties was not correct when made or ceases to be correct prior to the Closing Time.

AII-1

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