As IssuersSun International Hotels LTD • September 20th, 2001 • Services-miscellaneous amusement & recreation • New York
Issuer andIndenture • July 18th, 2002 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
As IssuersSupplemental Indenture • August 3rd, 2001 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 30th, 2003 • Kerzner International LTD • Services-miscellaneous amusement & recreation
h) "Kersaf Entities" shall mean Kersaf Investments Limited, Royale Resorts Holdings Limited and Sun International Management Limited and their predecessors, successors, assigns and Affiliates together with their respective past, current or future...Settlement Agreement • November 8th, 2002 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
Exhibit 99.1 Execution Copy STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2004, by and between Kerzner International Limited, a company incorporated under the laws of The Bahamas (the "Company"), and Istithmar PJSC, a company...Stock Purchase Agreement • July 16th, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
andIndenture • May 30th, 2002 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
ANDSun International Hotels LTD • May 23rd, 2002 • Services-miscellaneous amusement & recreation • New York
THE ROYAL MIRAGE BEACH HOTEL (A SUN INTERNATIONAL RESORT)Sun International Hotels LTD • June 30th, 1999 • Services-miscellaneous amusement & recreation • Dubai
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • July 2nd, 2001 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation
Exhibit 2(b) REGISTRATION RIGHTS AGREEMENT Dated as of August 14, 2001Registration Rights Agreement • August 24th, 2001 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
ARTICLE II COMMITMENTS, BORROWING PROCEDURES, NOTES AND LETTERS OF CREDIT 2.1. Amendment and Restatement; Commitments.........................36 2.1.1. Commitment of Each Lender......................................37 2.1.2. Letter of Credit...Revolving Credit Agreement • June 26th, 2000 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation
Exhibit 2.3 (a) $200,000,000Purchase Agreement • May 30th, 2002 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
STOCK PURCHASE AGREEMENT dated as of February 14, 2002 by and among Station Casinos, Inc., Station Online, Inc. Sun International Hotels Limited andTrademark License Agreement • May 30th, 2002 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
March 20, 2006 K-Two Holdco Limited Coral Towers Paradise Island, The Bahamas Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the "Agreement") among Kerzner International Limited (the "Company"), an...Kerzner International LTD • March 23rd, 2006 • Services-miscellaneous amusement & recreation • Delaware
Exhibit 2.3 (f) REGISTRATION RIGHTS AGREEMENT Dated as of May 20, 2002Registration Rights Agreement • May 30th, 2002 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
PART I DEFINITIONSCredit Agreement • July 18th, 2002 • Kerzner International LTD • Services-miscellaneous amusement & recreation
BETWEEN:- THE GOVERNMENT OF THE COMMONWEALTH OF THE BAHAMASHeads of Agreement • May 5th, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation
RECITALS --------Development Services Agreement • July 2nd, 2001 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
WITNESSETH:Credit Agreement • June 26th, 2000 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation
AGREEMENT AND PLAN OF MERGER BY AND AMONG KERZNER INTERNATIONAL LIMITED, K-TWO HOLDCO LIMITED AND K-TWO SUBCO LIMITED MARCH 20, 2006Agreement and Plan of Merger • March 20th, 2006 • Kerzner International LTD • Services-miscellaneous amusement & recreation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 20th day of March, 2006 by and among Kerzner International Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), K-Two Holdco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Parent”), and K-Two Subco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas and a direct wholly-owned subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KERZNER INTERNATIONAL LIMITED, K-TWO HOLDCO LIMITED AND K-TWO SUBCO LIMITED APRIL 30, 2006Agreement and Plan of Merger • May 1st, 2006 • Kerzner International LTD • Services-miscellaneous amusement & recreation • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 30th day of April, 2006 by and among Kerzner International Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the “Company”), K-Two Holdco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (“Parent”), and K-Two Subco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas and a direct wholly-owned subsidiary of Parent (“Merger Sub”).
Exhibit 1.1 Sun International Hotels Limited Sun International North America, Inc. Debt Securities Underwriting Agreement To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II heretoSun International Hotels LTD • May 23rd, 2002 • Services-miscellaneous amusement & recreation • New York
ContractRestricted Stock Agreement • May 24th, 2006 • Kerzner International LTD • Services-miscellaneous amusement & recreation
RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of [insert date] (the “Grant Date”), between Kerzner International Limited, a Bahamian corporation (the “Company”), and [insert Grantee’s name] (the “Grantee”).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2004, among KERZNER INTERNATIONAL LIMITED, KERZNER INTERNATIONAL NORTH AMERICA, INC. and KERZNER INTERNATIONAL BAHAMAS LIMITED, as the Borrowers and the Guarantors, VARIOUS FINANCIAL...Credit Agreement • August 3rd, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation
ContractResort Management Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • England
* Indicates where text has been omitted pursuant to a request for confidential treatment. The omitted text has been filed separately with the Securities and Exchange Commission.
NOTE INDENTURENote Indenture • March 31st, 2006 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
THIS NOTE INDENTURE (the “Indenture”) made as of the 17th day of December, 2004, between KERZNER PALMILLA BEACH PARTNERS, S. de R.L. de C.V., KERZNER PALMILLA HOTEL PARTNERS, S. de R.L. de C.V., KERZNER SERVICIOS HOTELEROS, S. de R.L. de C.V., KERZNER COMPANIA DE SERVICIOS, S. de R.L. de C.V. and KERZNER PALMILLA GOLF PARTNERS, S. de R.L. de C.V., each a limited liability company with variable capital (sociedad de responsabilidad limitada de capital variable), duly organized and validly existing under the laws of the United Mexican States and each having an address at Palmilla Resort & Golf Club Apartado Postal 52, 33400 San Jose Del Cabo, BCS, Mexico (hereinafter collectively the “Issuers”) and LASALLE BANK NATIONAL ASSOCIATION, having an address at 35 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, as note trustee and collateral agent for the benefit of the Holders of the Notes (as such terms are hereinafter defined) (hereinafter the “Trustee”).
BETWEENAsset and Land Purchase Agreement • June 30th, 1999 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
OCEAN PROPERTIES BAHAMAS LIMITED & PARADISE CORPORATION ANDAgreement • November 1st, 1996 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation
KERZNER INTERNATIONAL LIMITED PURCHASE AGREEMENT March 30, 2004Purchase Agreement • July 2nd, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Initial Purchasers”) $200,000,000 aggregate principal amount of its 2.375% Convertible Senior Subordinated Notes due 2024 (the “Firm Securities”), convertible into ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Company and, at the election of Deutsche Bank Securities Inc., on behalf of the Initial Purchasers, up to an aggregate of $30,000,000 additional aggregate principal amount of 2.375% Convertible Senior Subordinated Notes due 2024 (the “Additional Securities”). The Firm Securities and any Additional Securities purchased by the Initial Purchasers are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture to be dated as of April 5, 2004 (the “Indenture”) between the Company and The Bank
AGREEMENT IN PRINCIPLE between KERZNER INTERNATIONAL LIMITED, and NAKHEEL, LLC Dated: September 22, 2003Agreement in Principle • March 30th, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation • London
AGREEMENT IN PRINCIPLE dated as of September 22, 2003 (this “Agreement”), between Kerzner International Limited, a Bahamian corporation (“KZL”), and Nakheel, LLC (“Nakheel”).
ContractVoting Agreement • March 20th, 2006 • Kerzner International LTD • Services-miscellaneous amusement & recreation • Delaware
REGISTRATION RIGHTS AGREEMENT Dated as of April 5, 2004 by and between KERZNER INTERNATIONAL LIMITED andRegistration Rights Agreement • July 2nd, 2004 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 5, 2004, by and between Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), and Deutsche Bank Securities Inc., as representative of the Initial Purchasers (collectively, the “Initial Purchasers”) under the Purchase Agreement (as defined below).
Exhibit 1.2 Sun International Hotels Limited [Ordinary][Preference] Shares[; Warrants to Purchase [Ordinary][Preference] Shares] Underwriting Agreement To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II heretoLetter Agreement • May 23rd, 2002 • Sun International Hotels LTD • Services-miscellaneous amusement & recreation • New York
ContractMaster Video • July 20th, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • Rhode Island
