KERZNER INTERNATIONAL LIMITED PURCHASE AGREEMENT

Exhibit 4.4(a)

EXECUTION COPY

XXXXXXX INTERNATIONAL LIMITED

6 ¾% SENIOR SUBORDINATED NOTES DUE 2015

PURCHASE AGREEMENT

September 15, 2005

DEUTSCHE BANK SECURITIES INC.
X.X. XXXXXX SECURITIES INC.
BEAR, XXXXXXX & CO. INC.

XXXXXXX, SACHS & CO.

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

WACHOVIA CAPITAL MARKETS, LLC

XXXXX FARGO SECURITIES, LLC
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Xxxxxxx 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”) $400,000,000 aggregate principal amount of its 6 ¾% Senior Subordinated Notes due 2015 (the “Securities”), to be issued pursuant to an indenture dated as of the Closing Date (the “Indenture”) between the Company, the Guarantors listed on Schedule II hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). The Securities are to be guaranteed (the “Guarantees”) by the Guarantors. The Guarantees shall be in the form contained in the Indenture. Unless the context requires otherwise, all references herein to the Securities shall be deemed to include the Guarantees.

The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on an exemption therefrom. The Company has prepared a preliminary offering memorandum, dated September 14, 2005 (such preliminary offering memorandum together with any document incorporated by reference therein being hereinafter referred to as the “Preliminary Offering Memorandum”), and an offering memorandum, dated September 15, 2005 (such offering memorandum together with any document incorporated by reference therein, in the form first furnished to the Initial Purchasers for use in connection with the offering of Securities, being hereinafter referred to as the “Offering Memorandum”), setting forth information regarding the Company. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the

Offering Memorandum in connection with the offering and resale of the Securities. All capitalized terms used and not defined herein shall have the meaning set forth in the Offering Memorandum.

The Company understands that you propose to make an offering of the Securities on the terms set forth in the Offering Memorandum as soon as you deem advisable after this Agreement has been executed as delivered, (i) to persons in the United States whom you reasonably believe to be qualified institutional buyers (“Qualified Institutional Buyers”) as defined in Rule 144A promulgated by the Securities and Exchange Commission (the “Commission”) under the Act, as such rule may be amended from time to time (“Rule 144A”), in a transaction under Rule 144A, and (ii) to non-”U.S. persons” (as defined in Regulation S under the Act), provided that such offers and sales are made in the manner contemplated by Section 3.

The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors have agreed, among other things, to file a registration statement (the “Registration Statement”) with the Commission registering the resale of Registrable Securities (as defined in the Registration Rights Agreement) under the Act.

1. Representations And Warranties. The Company represents and warrants to, and agrees with you that:

(a) As of their respective dates, the Offering Memorandum and the Preliminary Offering Memorandum do not, and at the Closing Date (as defined herein) the Offering Memorandum will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment to them) made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through Deutsche Bank Securities Inc., and the Initial Purchasers acknowledge for all purposes under this Agreement (including this paragraph and Section 7 hereof) that the statements set forth in the last paragraph of the cover page of the Offering Memorandum, the second sentence in the fifth paragraph, the third sentence in the eighth paragraph, the ninth and tenth paragraphs of the section entitled “Plan of Distribution” in the Offering Memorandum constitute the only information (the “Initial Purchasers’ Information”) furnished to the Company by or on behalf of any Initial Purchaser by Deutsche Bank Securities Inc., expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum and that the Initial Purchasers shall not be deemed to have provided any information (and therefore are not responsible for any statements or omissions) pertaining to any arrangement or agreement with respect to any party other than the Initial Purchasers.

(b) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its

jurisdiction of incorporation and has the corporate power and authority to carry on its business as it is currently being conducted or is proposed to be conducted (as discussed in the Offering Memorandum) and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified could not, singly or in the aggregate, have a material adverse effect on the properties, results of operations, financial condition or prospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

The capitalization of the Company as of June 30, 2005 is as set forth in the Offering Memorandum under the caption “Capitalization” in the column “Actual.” All of the issued and outstanding shares of capital stock of, or other ownership interests in, each of the subsidiaries of the Company have been duly authorized and validly issued and fully paid and non-assessable, and are owned by the Company, free and clear of any security interest, mortgage, pledge, claim, lien, encumbrance or adverse interest of any nature (each, a “Lien”) and of any restrictions on transfer, voting trusts or other defects of title whatsoever, except for the pledges of the shares of the Company’s subsidiaries under the Fifth Amended and Restated Credit Agreement dated as of July 7, 2004, as amended, among the Company, Xxxxxxx International North America, Inc. (“KINA”), Xxxxxxx International Bahamas Limited, certain of the Company’s subsidiaries, certain financial institutions, and JPMorgan Chase Bank, N.A., as administrative agent (as such agreement may be amended, supplemented, restated or replaced, the “Existing Credit Agreement”). There are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, the Company or any Guarantor, except as disclosed in the Offering Memorandum.

(c) All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; the relinquishment agreement between Trading Cove Associates (“TCA”) and the Mohegan Tribe conforms in all material respects to the description thereof contained in the Offering Memorandum; each of the agreements described in the Offering Memorandum to which the Company, any of its subsidiaries, Xxxxxxx International Management Limited (“KIML”) or TCA is a party conforms in all material respects to the description thereof contained in the Offering Memorandum, and the Company believes that each such agreement is effective and enforceable against the other party, except as disclosed in the Offering Memorandum.

(d) Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or by-laws, (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, or (iii) in default in the performance of any obligation, bond, agreement, debenture, note, or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property of the Company or any of its subsidiaries

is subject except, in the case of clauses (ii) and (iii), for such defaults that could not reasonably be expected to have a Material Adverse Effect.

(e) The Company has all the requisite corporate power to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement and the Indenture and issue and sell the Securities being sold by this Agreement, and each of the Guarantors will have, as of the Closing Date, all the requisite corporate power to execute, deliver and perform its obligations under the Registration Rights Agreement and the Indenture and issue the Guarantees. The execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Securities, compliance by each of the Company and the Guarantors with all the provisions hereof and thereof, as applicable, and the consummation of the transactions contemplated hereby and thereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except those already received and such as may be required under state securities laws or Blue Sky laws and with respect to the Registration Rights Agreement, the Act and the regulations of the National Association of Securities Dealers, Inc. (the “NASD”)) and will not conflict with or constitute a breach or violation of (i) any of the charters or by-laws of the Company or any of its subsidiaries, (ii) any of the terms or provisions of, or constitute a default under or cause an acceleration of, any obligation, bond, agreement or condition contained in any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property of the Company or any of its subsidiaries is subject or (iii) any laws, administrative regulations or rulings or orders of any court or governmental agency, body or official having jurisdiction over the Company, any of its subsidiaries or their respective properties, except in the case of clauses (ii) and (iii) for such conflicts, breaches or violations that could not reasonably be expected to have a Material Adverse Effect.

(f) No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental body, agency or official which prevents the issuance of the Securities, prevents or suspends the use of the Offering Memorandum or the Preliminary Offering Memorandum or suspends the sale of the Securities in any jurisdiction referred to in Section 4(a) hereof; no injunction, restraining order or order of any nature by any foreign, federal or state court of competent jurisdiction has been issued with respect to the Company or any of its subsidiaries which would prevent or suspend the issuance or sale of the Securities or the use of the Offering Memorandum or the Preliminary Offering Memorandum in any jurisdiction referred to in Section 4(a) hereof; and no action, suit or proceeding before any court or arbitrator or any governmental body, agency or official, domestic or foreign, is pending against or, to the best knowledge of the Company, threatened against, the Company or any of its subsidiaries which, if adversely determined, could interfere with or adversely affect the issuance of the Securities or in any manner draw into question the validity of this Agreement, the Securities, the Indenture or the Registration Rights Agreement.

(g) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or, to the knowledge of the Company, affecting the Company or any of its subsidiaries or any of their respective assets or

properties, which could have a Material Adverse Effect, or which could materially and adversely affect the performance by the Company of its obligations pursuant to this Agreement or the transactions contemplated hereby and, to the best knowledge of the Company, except as disclosed in the Offering Memorandum, no such action, suit or proceeding is threatened or contemplated.

(h) No labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is imminent and the Company is not aware of any existing or imminent labor disturbances by the employees of any of its or any subsidiary’s principal suppliers, manufacturers’, customers or contractors, which, in either case, could (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

(i) Except as disclosed in the Offering Memorandum (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign laws or regulations relating to pollution or protection of human health or the environment (collectively, the “Environmental Laws”); and (ii) (A) neither the Company nor any of its subsidiaries has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and there are no circumstances, either past or present or that are reasonably foreseeable, that could reasonably be expected to lead to such violation in the future, (B) there is no pending or, to the best of the Company’s knowledge, threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability for investigatory, cleanup, or governmental responses costs, or natural resources or property damages, or personal injuries, attorneys’ fees or penalties, relating to (x) the presence in or release into the environment of any emissions, discharges or releases of toxic or hazardous substances, materials or wastes or petroleum and petroleum products at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past, or (y) circumstances forming the basis of any violation or alleged violation of any Environmental Law (collectively, “Environmental Claims”) and (C) to the best knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim against the Company or any of its subsidiaries, now or in the past, or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, in each of clauses (i) and (ii) that could reasonably be expected to have a Material Adverse Effect.

(j) Except as disclosed in the Offering Memorandum (i) each of the Company, its subsidiaries, its directors and executive officers named in Item 6 in its Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (the “executive officers”), TCA and KIML has all certificates, consents, exemptions, orders, permits, licenses, authorizations or other approvals or rights of and from, and has made all declarations and filings with, all foreign, federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, including, without limitation, all such authorizations with respect to engaging in gaming, hotel and resort operations, as applicable, in The Bahamas, Connecticut, New Jersey, Mauritius, the Maldives, Mexico, United Arab Emirates, South Africa and United Kingdom required to own, lease, license and use its properties

and assets and to conduct its current business in the manner described in the Offering Memorandum (each, an “Authorization”), except to the extent that the failure to possess such Authorizations could not reasonably be expected to have a Material Adverse Effect; (ii) all such Authorizations are valid and in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect; (iii) each of the Company, its subsidiaries, each of its executive officers, TCA and KIML is in compliance in all respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except as could not reasonably be expected to have a Material Adverse Effect, and (iv) none of the Company, its subsidiaries, its executive officers, KIML nor TCA has received any notice of proceedings relating to the revocation or modification of any such Authorization and no such Authorization contains any restrictions except as could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Offering Memorandum, none of the Company, any of its subsidiaries, any of its executive officers, KIML nor TCA has any reason to believe that (i) any Regulatory Authority (as defined below) is considering modifying, limiting, conditioning, suspending, revoking or not renewing any such Authorizations of the Company, any of its subsidiaries, any of its executive officers, KIML or TCA or (ii) that the National Indian Gaming Commission, the Bureau of Indian Affairs, or regulatory authorities in The Bahamas, Connecticut, New Jersey, Mauritius, the Maldives, Mexico, United Arab Emirates, South Africa and United Kingdom (collectively the “Regulatory Authorities”), or any other governmental agencies are investigating the Company, any of its subsidiaries, KIML or TCA or related parties (other than normal overseeing reviews of the Regulatory Authorities incident to the gaming, hotel or casino activities of the Company, its subsidiaries, any of its executive officers, KIML and TCA), which investigation could reasonably be expected to have a Material Adverse Effect.

(k) Except as disclosed in the Offering Memorandum or as could not reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries has good and valid title, free and clear of all Liens except Liens for taxes not yet due and payable and except for the pledges under the Existing Credit Agreement, to all property and assets described in the Offering Memorandum as being owned by it and such properties and assets are in the condition and suitable for use as so described. All leases to which the Company or any of its subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder, which could reasonably be expected to have a Material Adverse Effect.

(l) The Securities, the Indenture and the Registration Rights Agreement conform or will conform in all material respects to description thereof contained in the Offering Memorandum.

(m) Each of the Company and the Guarantors maintains or is covered by insurance at least in such amounts and covering at least such risks as is adequate for the conduct of its businesses and the value of its properties.

(n) Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Public Company Accounting Oversight Board and Commission.

(o) The financial statements of the Company or any of its subsidiaries, together with the related schedules and notes in the Offering Memorandum, comply as to form in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Memorandum are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(p) Except as described in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum and up to the Closing Date (i) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations, direct or contingent, which are material to the Company and its subsidiaries, singly or in the aggregate, nor entered into any material transaction not in the ordinary course of business, (ii) there has been no decision or judgment in the nature of litigation, administrative or regulatory proceedings or arbitration that could reasonably be expected to have a Material Adverse Effect and (iii) there has not been any material adverse change or any development which could involve, singly or in the aggregate, a material adverse change, in the properties, results of operations, financial condition or prospects of the Company and its subsidiaries, taken as a whole (any of the items set forth in clauses (i), (ii) or (iii) of this paragraph (p), a “Material Adverse Change”).

(q) There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the executive officers or directors of the Company or any of their respective family members, except as previously disclosed in writing to you prior to the date of this Agreement.

(r) Neither the Company nor any of its subsidiaries is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) or (ii) a “holding company” or a “subsidiary company” of a holding company, or an “affiliate” thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(s) No authorization, approval, consent or order of, or filing with, any court or governmental body, agency or official, including the Regulatory Authorities, is necessary in connection with the transactions contemplated by this Agreement except such as may be required by the state securities or Blue Sky laws or regulations and, with respect to the Registration Rights Agreement, the Act and the regulations of the NASD; neither the Company nor any of its affiliates is presently doing business with the government of Cuba or with any person or affiliate located in Cuba; each of this Agreement, the Offering Memorandum, the Registration Rights Agreement and the Indenture has been or will be presented to the Regulatory Authorities to the extent required by law, and such documents and the transactions

contemplated hereby or thereby have been or will be prior to the Closing Date approved by or on behalf of the Regulatory Authorities to the extent required by law, and such approvals have not been revoked, modified or rescinded.

(t) The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(u) All material Tax (as defined below) returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been filed and all such returns are true, complete and correct in all material respects. All material Taxes that are due or claimed to be due from the Company and its subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by adequate proceedings and, in either case, for which adequate reserves have been established on the books and records of the Company and its consolidated subsidiaries in accordance with GAAP. The Company and its subsidiaries are not parties to any material pending action, proceeding, inquiry or investigation by any governmental authority for the assessment or collection of Taxes, nor does the Company have any knowledge of any such proposed or threatened action, proceeding, inquiry, or investigation. For purposes of this Agreement, the terms “Tax” and “Taxes” shall mean all federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additional to tax, or penalties applicable thereto.

(v) None of the Company nor any agent acting on its behalf has taken or will take any action that is reasonably likely to cause the issuance or sale of the Securities to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect on the Closing Date.

(w) All of the Company’s subsidiaries that are not Guarantors when considered together as if one subsidiary would not constitute a “significant subsidiary” as such term is defined in or by Regulation S-X under the Act.

(x) The Company has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y) There are no contracts or other documents (including, without limitation, any voting agreement), which are required to be described in the Offering Memorandum or filed as exhibits to the Offering Memorandum by the Securities Act, the Exchange Act or the Rules and Regulations and which have not been so described or filed.

(z) No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, shareholder, customer or supplier of any of them, on the other hand, which is required by the Securities Act or by the Rules and Regulations to be described in the Offering Memorandum which is not so described or is not described as required.

(aa) Neither the Company, any of its subsidiaries nor, to the Company’s knowledge, any of its employees or agents has at any time during the last five years (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose any contribution in violation of applicable law or (ii) made any payment to any federal, state or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or not prohibited by the applicable law.

(bb) The Securities to be issued and sold hereunder have been duly and validly authorized by the Company and, as of the Closing Date, the Guarantees will have been duly and validly authorized by the Guarantors, and the Securities and the Guarantees, when they are authenticated by the Trustee and issued, sold and delivered in accordance with this Agreement and the Indenture against payment therefor as provided by this Agreement, will have been duly and validly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their terms and entitled to the benefits provided by the Indenture, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity.

(cc) This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except (i) to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity and (ii) as rights to indemnity and contribution hereunder may be limited by applicable law.

(dd) The Registration Rights Agreement has been duly and validly authorized by the Company and, as of the Closing Date, will have been duly and validly authorized by the Guarantors, and, when executed and delivered by the Company and the Guarantors, will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against each of them in accordance with its terms, except (i) to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity and (ii) as rights to indemnity and contribution thereunder may be limited by applicable law.

(ee) The Indenture has been duly and validly authorized by the Company and, as of the Closing Date, will have been duly and validly authorized by the Guarantors, and when executed and delivered by the Company, the Guarantors and the Trustee,

will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity. On the Closing Date, the Indenture will conform to the requirements of the Trust Indenture Act of 1939, as amended (the “TIA”) applicable to an indenture that is required to be qualified by the TIA.

(ff) When the Securities are issued and delivered pursuant to this Agreement, such Securities will not be of the same class (within the meaning of Rule 144A) as securities of the Company or any of its subsidiaries which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(gg) Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act; provided, however, that the Company makes no representations or warranties as to the activities of the Initial Purchasers.

(hh) Neither the Company nor or any of its subsidiaries or any person acting on their behalf has (i) engaged, in connection with the offering of the Securities, in any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D under the Act) or (ii) solicited offers for, or offered or sold, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; provided, however, that the Company makes no representations or warranties as to the activities of the Initial Purchasers.

(ii) Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) or any person acting on its or their behalf (other than the Initial Purchasers) has engaged in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities; the Company, its subsidiaries and their respective affiliates (as defined in Rule 501(b)) and any person acting on its or their behalf (other than the Initial Purchasers) have complied with the offering restrictions requirement of Regulation S under the Act.

(jj) There is and has been no material failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith applicable to the Company or any of its subsidiaries.

(kk) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Initial

Purchaser is acting solely as a principal and not the agent or fiduciary of the Company or any Guarantor, (iii) none of the Initial Purchasers has assumed an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company or any Guarantor on other matters) or any other obligation to the Company or any Guarantor except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Guarantors has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Company and the Guarantors agrees that it will not claim that any Initial Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Guarantor, in connection with such transaction or the process leading thereto.

(ll) Each certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection herewith shall be deemed to be a representation and warranty by the Company or such subsidiary to the Initial Purchasers as to the matters covered thereby.

2. Purchase, Sale And Delivery Of The Securities. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company hereby agrees to issue and sell the Securities to the several Initial Purchasers, and (ii) each Initial Purchaser hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.5% of the principal amount thereof (the “Purchase Price”), the respective principal amount of Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser, plus accrued interest, if any, from September 22, 2005 to the Closing Date.

(b) Delivery of and payment of the Purchase Price for the Securities shall be made in the New York office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at Xxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York time, on September 22, 2005, or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the “Closing Date.” Delivery of the Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Company at least one business day prior to the Closing Date.

The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date.

3. Representation and Warranties Of The Initial Purchasers. The Initial Purchasers have advised the Company that the Initial Purchasers propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and as may be set forth in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Company that it (i) has not and will not solicit

offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Securities and has complied and will comply with the offering restrictions requirement of Regulation S, and (ii) will solicit offers for such Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be Qualified Institutional Buyers within the meaning of Rule 144A or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A, and (B) in the case of offers outside the United States, to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained or to be contained in the Offering Memorandum.

Each Initial Purchaser severally agrees that, at or promptly after confirmation of sale of the Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

4. Covenants Of The Company. The Company covenants and agrees with the Initial Purchasers as follows:

(a) Each of the Company and the Guarantors will cooperate with the Initial Purchasers in endeavoring to qualify the Securities for sale under the securities laws of such jurisdictions as the Initial Purchasers may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided that neither the Company nor any of the Guarantors shall be required to qualify as a foreign corporation or to file a general consent to service of process in

any jurisdiction where it is not now so qualified or required to file such a consent. The Company and the Guarantors will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Initial Purchasers may reasonably request for distribution of the Securities.

(b) At any time prior to the completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company will give the Initial Purchasers notice of its intention to prepare any supplement or amendment to the Offering Memorandum, will furnish the Initial Purchasers with copies of any such amendment, supplement or other document a reasonable amount of time prior to such proposed filing or use, and will not use any such amendment or supplement to which the Initial Purchasers or counsel for the Initial Purchasers shall reasonably object within five days of being furnished a copy thereof.

(c) The Company has furnished or will furnish to the Initial Purchasers such number of copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendment or supplement thereto) as the Initial Purchasers may reasonably request.

(d) At any time prior to the completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company will advise you promptly and, if requested by you, confirm such advice in writing, of the happening of any event that makes any statement of a material fact made in the Offering Memorandum (as amended or supplemented from time to time) untrue or which requires the making of any addition to or change in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, during the period specified in the first sentence of this paragraph, any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Initial Purchasers, to amend or supplement the Offering Memorandum in order to make the Offering Memorandum not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company will forthwith amend or supplement the Offering Memorandum (in form and substance reasonably satisfactory to counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to the purchaser, not misleading, and the Company will furnish to the Initial Purchasers a reasonable number of copies of such amendment or supplement.

(e) At any time prior to completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company and each of its subsidiaries will, as required, file promptly all documents required to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(f) None of the Company or any of its subsidiaries will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising.

(g) Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) or any person acting on its or their behalf will engage in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities.

(h) None of the Company or any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) of the Act) will offer, sell or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) which will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act.

(i) The Company will apply the net proceeds of its sale of the Securities to purchase all of the 8 7/8% Senior Subordinated Notes due 2011 (the “8 7/8% Notes”) tendered in a tender offer commenced by the Company and KINA for all of the outstanding 8 7/8% Notes on September 12, 2005 (the “Tender Offer”).

(j) During the period from the Closing Date to two years after the Closing Date, neither the Company nor any of its subsidiaries will not, and will not permit any “affiliate” (as defined in Rule 144 under the Act) of any of them to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or its subsidiaries or any of their affiliates and resold in a transaction registered under the Act.

(k) (i) The Company will, so long as the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, either (i) file reports and other information with the Commission under Section 13 or 15(d) of the Exchange Act, or (ii) in the event it is not subject to Section 13 or 15(d) of the Exchange Act, make available to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act to permit compliance with Rule 144A in connection with resales of the Securities.

(l) The Company will, if requested by the Initial Purchasers, use its best efforts in cooperation with the Initial Purchasers to (i) permit the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations adopted by the NASD relating to trading in the NASD’s PORTAL Market (the “PORTAL Market”) and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(m) Each of the Securities will bear the legend contained in “Notice to Investors” in the Offering Memorandum and upon the other terms stated therein, except after such Securities are resold or exchanged pursuant to a registration statement effective under the Act.

(n) The Company will upon the request of the Initial Purchasers, for the shorter of the period the Securities remain outstanding and five years from the Closing Date, deliver to the Initial Purchasers copies of annual reports and copies of all other documents, reports and information furnished by the Company or any of its subsidiaries to their

securityholders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act.

(o) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the 1940 Act or the rules and regulations thereunder.

(p) For a period of 90 days after the date of this Agreement, except as described in or contemplated by the Offering Memorandum, the Company will not, without the prior written consent of the Initial Purchasers (which consent will not be unreasonably or untimely withheld), issue, sell, offer or agree to sell, or otherwise dispose of, directly or indirectly, any debt securities of the Company or its subsidiaries (except for subsidiaries organized in the Maldives and the United Arab Emirates, and for subsidiaries organized in The Bahamas and the British Virgin Islands related to projects in the Maldives and the United Arab Emirates and other than the Securities) (it being understood that debt incurred under the Existing Credit Agreement, as amended, or any replacement thereof, is not a debt security).

(q) The Company will timely file such reports pursuant to the Exchange Act as are necessary to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

(r) The Company and the Guarantors will not claim the benefit of any usury laws against any holders of Securities or Guarantees, respectively.

(s) The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

5. Payment Of Expenses. The Company agrees with you that, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, charges, liabilities, expenses, fees and taxes incurred in connection with or incident to (i) the preparation, printing or reproduction (including word processing), distribution and delivery of the Offering Memorandum (including financial statements and exhibits), each Preliminary Offering Memorandum, and all amendments and supplements to any of them, (ii) the preparation, printing (including word processing), execution, distribution and delivery of this Agreement, the Indenture, the Registration Rights Agreement, the certificates representing the Securities, the preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed, distributed and delivered in connection with the offering of the Securities (excluding in each case any fees and disbursements of counsel for the Initial Purchasers, other than such fees and disbursements relating to the printing and delivery of the preliminary and final Blue Sky Memoranda specified in clause (iii) below), (iii) the qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in Section 4 (including in each case the reasonable fees and disbursements of counsel for the Initial Purchasers relating to such qualification and any memoranda relating thereto and any filing fees in connection therewith),

(iv) furnishing such copies of the Offering Memorandum, the Preliminary Offering Memorandum and all amendments and supplements thereto as may be reasonably requested for use in connection with the offering or sale of the Securities by the Initial Purchasers or by dealers to whom Securities may be sold, (v) the rating of the Securities by one or more rating agencies, if the Securities are so rated, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (viii) all expenses and listing fees incurred in connection with the application for quotation of the Securities on the PORTAL Market and (ix) any other costs and expenses incident to the performance by the Company of its other obligations under this Agreement, including (without limitation) the cost of printing and engraving the certificates representing the Securities and all expenses and taxes incident to the sale and delivery of the Securities to you. The Company hereby agrees and acknowledge that the Initial Purchasers shall not be responsible for any fees or expenses of the Company in connection with the performance by it of its obligations under this Agreement.

6. Conditions Of Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase the Securities under this Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company contained in this Agreement shall be true and correct as of the date hereof and on the Closing Date with the same force and effect as if made on and as of the Closing Date. The Company shall have performed or complied with all of its obligations and agreements herein contained and required to be performed or complied with by it prior to the Closing Date.

(b) (i) Since the date of the latest balance sheet of the Company included in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement) there shall not have been any Material Adverse Change, or any development involving a prospective Material Adverse Change, (ii) since the date of the latest balance sheet of the Company included in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement) there shall not have been any Material Adverse Change, or any development involving a prospective Material Adverse Change, in the capital stock or debt of the Company or its subsidiaries, (iii) the Company and its subsidiaries shall have no liability or obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum and (iv) on the Closing Date, you shall have received a certificate of the Company, dated the Closing Date, signed by the Chief Financial Officer and another senior officer, in their capacities as officers of the Company, confirming the matters set forth in paragraphs (a) and (b) of this Section 6.

(c) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Xxxxxxx X. Xxxxxx, Esq., General Counsel of the Company, to the effect that:

(i) (A) all Authorizations of the Company and its subsidiaries are valid and in full force and effect; and (B) to the best of such counsel’s knowledge, each of the Company, its subsidiaries and TCA is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except where the failure to have such Authorizations or to be in compliance could not reasonably be expected to have a Material Adverse Effect;

(ii) the descriptions in the Offering Memorandum of contracts to which any of the Company, any of its subsidiaries, KIML or TCA is a party have been reviewed by such counsel and are accurate summaries thereof in all material respects (except for financial data included therein or omitted therefrom, as to which counsel need express no opinion);

(iii) the Company and each of its subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(iv) none of (A) the Company, the Guarantors, or the subsidiaries of the Company organized or incorporated outside of the Commonwealth of The Bahamas is in violation of its respective charter or by-laws and (B) the Company or its subsidiaries is in default in the performance of any obligation, bond, agreement or condition contained in any bond, note, debenture, indenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries or their respective property is bound, except, in each case, for defaults which could not reasonably be expected to have a Material Adverse Effect;

(v) there are no legal or governmental proceedings pending or, except as disclosed in the Offering Memorandum, to such counsel’s knowledge, threatened to which the Company or any Guarantor is a party or to which any of its property is subject which, if determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the performance by the Company of its obligations pursuant to this Agreement; and

(vi) the reports which have been filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference in the Offering Memorandum (in each case except for the financial statements and other information of a statistical, accounting or financial nature, as to which such counsel does not express any view), at the time they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations; and

(vii) the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company, the issuance and sale of

the Securities and the Guarantees, and the compliance by the Company with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of (A) any of the charters or by-laws of the Company or any of its subsidiaries, (B) any of the terms or provisions of, or constitute a default under, or cause an acceleration of, any obligation, bond, agreement, or condition contained in any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties are subject or (C) to such counsel’s knowledge, any laws, administrative regulations or rulings or orders of any court or governmental agency, body or official having jurisdiction over the Company, any of its subsidiaries or their respective properties except in the case of clauses (B) and (C) for such conflicts, breaches or violations that could not reasonably be expected to have a Material Adverse Effect.

In addition, such counsel shall state that no facts have come to such counsel’s attention that caused such counsel to believe that the Offering Memorandum, as amended or supplemented, as of its date and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may further state that it assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other information of a financial, accounting or statistical nature included in the Offering Memorandum.

(d) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Xxxxxxx X. Xxxxxx, Associate General Counsel of the Company, to the effect that:

(i) the Company and each of the Bahamian Guarantors has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Commonwealth of The Bahamas and has the corporate power and authority required to carry on its business as it is currently being conducted or is proposed to be conducted (as discussed in the Offering Memorandum) and to own, lease and operate its properties;

(ii) the Company and each of the Bahamian Guarantors has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement and the Indenture, as applicable, and to authorize, issue and sell the Securities and Guarantees as contemplated by this Agreement;

(iii) the Securities have been duly and validly authorized, executed and delivered by the Company and the Guarantees have been duly and validly authorized, executed and delivered by the Bahamian Guarantors;

(iv) neither the Company nor any of the subsidiaries of the Company organized and incorporated under the laws of the Commonwealth of The Bahamas is in violation of its respective Memorandum of Association or Articles of Association;

(v) all of the outstanding shares of capital stock of, or other ownership interests in, each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable (to the extent governed by Bahamas law), and are owned by the Company, free and clear of any Lien except for the pledges by the Company under the Existing Credit Agreement;

(vi) the Company’s authorized equity capitalization is as set forth in the Offering Memorandum; the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum; and the holders of shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any Securities for, shares of capital stock of or ownership interests in the Company are outstanding; all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable;

(vii) this Agreement, the Registration Rights Agreement and the Indenture have been duly and validly authorized, executed and delivered by the Company;

(viii) the Registration Rights Agreement and the Indenture have been duly and validly authorized, executed and delivered by each of the Bahamian Guarantors;

(ix) the statements in the Offering Memorandum under the captions “Risk Factors—You may have difficulty enforcing judgments against us or our directors or management that reside outside the United States,” “Risk Factors—We are subject to extensive governmental gaming regulation, which may harm our business,” “Risk Factors—Our gaming operations are subject to significant taxation and fees that if increased, could harm our profitability,” and “Certain Tax Considerations—Certain Bahamian Tax Considerations,” insofar as such statements constitute summaries of Bahamian statutes, regulations, legal and governmental proceedings and contracts to which the Company or any of its subsidiaries is a party, have been reviewed by such counsel and are accurate summaries thereof in all material respects;

(x) the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company and each of the Bahamian Guarantors, as applicable, the sale of the Securities and the Guarantees, compliance by the Company and each of the Bahamian Guarantors with all the provisions hereof and thereof, as applicable, and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute a breach or violation of (A) any Bahamian laws or administrative regulations, (B) rulings or orders of any Bahamian court or governmental agency, body or official having jurisdiction over the Company, any of its Bahamian subsidiaries or their respective properties or (C) the respective Memorandum or Articles of Association of the Company or any of its Bahamian subsidiaries;

(xi) no authorization, approval, consent or order of any governmental or regulatory agency, body or official or any court of the Commonwealth of The

Bahamas is required to be obtained in connection with the sale of the Securities or the consummation of the transactions contemplated by this Agreement; and

(xii) to the best of such counsel’s knowledge, after due inquiry, neither the Company nor any of its Bahamian subsidiaries is in default or violation of any Bahamian laws, administrative regulations or order of any court or governmental agency, body, department, authority, board or official or other regulatory body.

(e) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company, to the effect that:

(i) based solely on a certificate from the Secretary of State of the State of New York or the State of Delaware, as applicable, KINA and each of the Guarantors organized in the State of New York or the State of Delaware (collectively, the “Relevant Guarantors”) is a corporation validly existing and in good standing under the under the laws of its jurisdiction of incorporation;

(ii) the Registration Rights Agreement has been duly authorized, executed and delivered by the Relevant Guarantors;

(iii) assuming the due authorization, execution and delivery of the Registration Rights Agreement by the Company, the Guarantors (other than the Relevant Guarantors), and the Initial Purchasers, the Registration Rights Agreement constitutes a valid and legally binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law and subject to customary carve-outs regarding indemnification provisions);

(iv) the Indenture has been duly authorized, executed and delivered by the Relevant Guarantors;

(v) assuming the due authorization, execution and delivery of the Indenture by the Company, the Guarantors (other than the Relevant Guarantors) and the Trustee, the Indenture constitutes a valid and legally binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);

(vi) the Guarantees have been duly authorized, executed and delivered the Relevant Guarantors;

(vii) assuming the due authorization of the Securities (including the Guarantees) by the Company and the Guarantors (other than the Relevant Guarantors), when executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchasers pursuant to the Agreement, the Securities (including the Guarantees) will constitute legal, valid and binding obligations of each of the Company and the Guarantors, entitled to the benefits of the Indenture and enforceable against each of the Company and the Guarantors in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law);

(viii) to such counsel’s knowledge, no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal or New York governmental authority or regulatory body is required for the consummation of the transactions contemplated by the Purchase Agreement, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers; provided, however, that no opinion is expressed in this paragraph (viii) with respect to the Act;

(ix) the Registration Rights Agreement, the Securities (including the Guarantees) and the Indenture conform in all material respects as to legal matters to the descriptions thereof contained in the Offering Memorandum;

(x) the statements made in the Offering Memorandum under the heading “Certain Tax Considerations— Certain U.S. Federal Income Tax Consequences— United States Holders,” insofar as they purport to describe the material U.S. federal income tax consequences of an investment in the Securities by a U.S. Holder (as defined in the Offering Memorandum), fairly summarize the matters therein described;

(xi) the statements made in the Offering Memorandum under the heading “Certain Tax Considerations— Certain U.S. Federal Income Tax Consequences—Non-United States Holders” as they purport to describe the material United States federal tax consequences of an investment in the Securities by a Non-U.S. Holder (as defined in the Offering Memorandum), fairly summarize the matters therein described;

(xii) neither the Company nor any of its subsidiaries is an “investment company” within the meaning of, or is registered or otherwise required to be registered under, the Investment Company Act of 1940, as amended; and

(xiii) assuming (A) the accuracy of, and compliance with, the representations, warranties and covenants of the Company in Section 1 and Section 4 of the Purchase Agreement, (B) the accuracy of, and compliance with, the representations, warranties and covenants of the Initial Purchasers in Section 3 of the Purchase Agreement, (C) the accuracy of the representations and warranties of each of the purchasers to whom the Initial Purchasers initially resell the Securities as specified in “Notice to Investors; Transfer Restriction” in the Offering Memorandum, (D) the compliance by the Initial Purchasers with the offering and

transfer procedures and restrictions described in the Offering Memorandum and (E) receipt by the purchasers to whom the Initial Purchasers initially resell the Securities of a copy of the Offering Memorandum prior to such sale, it is not necessary in connection with the offer, sale and delivery of the Securities or in connection with the initial resale of such Securities in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Securities under the Act, it being understood that no opinion is expressed as to any subsequent resale of any Securities.

In addition, such counsel shall state that it has participated in conferences with certain officers of, and with the accountants for, the Company concerning the preparation of the Offering Memorandum. Such counsel shall also advise you that, although it has made certain inquiries and investigations in connection with the preparation of the Offering Memorandum, the limitations inherent in the role of outside counsel are such that it cannot and does not assume responsibility for the accuracy or completeness of the statements made in the Offering Memorandum. Subject to the foregoing, such counsel shall also state that its work in connection with this matter did not disclose any information that gave such counsel reason to believe that the Offering Memorandum, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Without limiting the foregoing, such counsel may further state that it assumes no responsibility for, expresses no view as to, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial, accounting and statistical data included in the Offering Memorandum. Such counsel may also state that it has assumed in its examination of all relevant documents the genuineness of all signatures, has relied as to factual matters upon the statements of officers and other representatives of the Company and as to matters relating to the laws of other jurisdictions, on the opinions of local counsel for the Company in such jurisdictions, as to which laws such counsel need express no opinion.

(f) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Xxxxxx & Whitney LLP, special counsel to the Company, to the effect that:

(i) the issuance and sale of the Securities by the Company and the Guarantors, the performance of the Company’s obligations pursuant to the Agreement, and the receipt of payments by TCA under the Mohegan Sun Casino relinquishment agreement, will not violate any federal or tribal law;

(ii) no authorization, approval, consent or order of any federal or tribal authority is required to be obtained under federal or tribal law in connection with the sale of the Securities and the transactions contemplated by the Agreement;

(iii) there is no requirement of federal or tribal law which requires any owner of the Securities, solely in its capacity as an owner of the Securities, to apply

for or receive any individual license, any individual certificate or any other authorization from any Federal or tribal authority to acquire or hold the Securities;

(iv) each of the Company, its subsidiaries and TCA has obtained such permits from all federal and tribal regulatory or governmental officials, bodies and tribunals as are necessary, under federal and tribal law, for it to conduct its business in the manner described in the Offering Memorandum; and

(v) no permit is required, under federal law, of any employee of the Company, any subsidiary of the Company or TCA, for the Company, its subsidiaries or TCA to conduct their business in the manner described in the Offering Memorandum.

(g) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Rome XxXxxxxx, P.C., special counsel to the Company, to the effect that:

(i) Xxxxxxx Investments Connecticut, Inc. is a validly existing corporation under the laws of the State of Connecticut and has all requisite power and authority to conduct its businesses as described in the Offering Memorandum; Xxxxxxx Investments Connecticut, Inc. filed its Articles of Organization with the Secretary of State of Connecticut on June 30, 1994;

(ii) the Indenture, Purchase Agreement and the Registration Rights Agreement have been duly authorized, executed and delivered by Xxxxxxx Investments Connecticut, Inc.;

(iii) the Guarantee has been duly authorized, executed and delivered by Xxxxxxx Investments Connecticut, Inc.;

(iv) the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company and Xxxxxxx Investments Connecticut, Inc., as applicable, the issuance and sale of the Guarantee, compliance by Xxxxxxx Investments Connecticut, Inc. with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute a breach or violation of (A) any Connecticut laws or administrative regulations applicable to Xxxxxxx Investments Connecticut, Inc., (B) rulings or orders of any Connecticut court or governmental agency, body or official having jurisdiction over Xxxxxxx Investments Connecticut, Inc. or its properties or (C) the charter and by-laws of Xxxxxxx Investments Connecticut, Inc.;

(v) none of the issuance and sale of the Securities or the performance of the Company’s obligations pursuant to this Agreement, the Registration Rights Agreement or the Indenture or the receipt of payments by TCA under the Mohegan Sun Casino relinquishment agreement will violate any Connecticut statute, rule or regulation with respect to gaming to which the Company, its subsidiaries or TCA is subject or by which any of them is bound or to which any of their properties are subject;

(vi) no authorization, approval, consent or order of any Connecticut authority with jurisdiction over gaming is required to be obtained in connection with sale of the Securities and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Indenture;

(vii) each of the Company, its subsidiaries, TCA and their employees has such permits from all Connecticut regulatory or governmental officials, bodies and tribunals, with respect to gaming laws, as are necessary to conduct its business in the manner described in the Offering Memorandum; and

(viii) the TCA partnership agreement is a valid and binding agreement of Xxxxxxx Investments Connecticut, Inc., enforceable against Xxxxxxx Investments Connecticut, Inc. in accordance with its terms.

(h) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Xxxxxxx, Xxxx & Xxxxxxx, British Virgin Islands counsel to the Company, to the effect that:

(i) KIML is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands;

(ii) the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by KIML;

(iii) the Guarantees have been duly authorized, executed and delivered by KIML;

(iv) the execution, delivery and performance of the Registration Rights Agreement and the Indenture by KIML, the issuance and sale of the Guarantee, compliance by KIML with all the provisions thereof and the consummation of the transactions contemplated thereby will not conflict with or constitute a breach or violation of (i) any British Virgin Islands laws or administrative regulations, (ii) rulings or orders of any British Virgin Islands court or governmental agency, body or official having jurisdiction over KIML or its properties or (iii) the charter and by-laws of KIML; and

(v) to the best knowledge of such counsel, after due inquiry, KIML is not in material default under, or in material violation of, any material laws or regulations or any order of any court or governmental agency, authority, department, board or other regulatory body.

The opinions of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Cravath, Swaine & Xxxxx LLP, Xxxxxx & Xxxxxxx LLP, Rome XxXxxxxx, P.C. and Xxxxxxx, Xxxx & Xxxxxxx described in paragraphs (c), (d), (e), (f), (g) and (h) above shall be rendered to you at the request of the Company and shall so state therein.

(i) You shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Initial Purchasers, an opinion dated the Closing Date as to such matters as you may reasonably require.

(j) You shall have received at the Execution Time and on the Closing Date “comfort letters,” dated as of the Execution Time and the Closing Date, respectively, from Deloitte & Touche LLP addressed to the Initial Purchasers and the Board of Directors of the Company and in form and substance reasonably satisfactory to the Initial Purchasers.

(k) The Initial Purchasers shall have been notified by the Nasdaq National Securities Market, Inc. that the Securities have been designated as PORTAL eligible.

(l) The Registration Rights Agreement shall have been executed and delivered by the Company and the Guarantors.

(m) The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Initial Purchasers and to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Initial Purchasers.

(n) The Company shall have obtained the necessary consent, in writing, to the Existing Credit Agreement permitting the issuance of the Securities and the repurchase of the 8 7/8% Notes.

(o) Since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company’s other debt securities, loans, obligations, guarantees or other debt for borrowed money (collectively, the “Debt Obligations”) by any “nationally recognized statistical rating agency,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Debt Obligations.

(p) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to counsel for the Initial Purchasers pursuant to this Section 6 shall not be in all material respects reasonably satisfactory in form and substance to you and special counsel for the Initial Purchasers, all of the Initial Purchasers’ obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telegraph, confirmed in writing.

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless (i) each Initial Purchaser, (ii) each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and (iii) the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, or

any controlling person, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, investigation or proceeding, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any such person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense are caused by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Initial Purchaser Information; provided, further, that the Company shall not be liable to any Initial Purchaser or any person set forth in clauses (ii) and (iii) above with respect to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary offering memorandum to the extent that any such liabilities of an Initial Purchaser result from the fact that such Initial Purchaser sold Securities to a person as to whom it shall be established by a court of competent jurisdiction in a final judgment not subject to appeal or review that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering Memorandum or of the Offering Memorandum as then amended or supplemented if the Company has previously furnished copies thereof to such Initial Purchaser and the liabilities of such Initial Purchaser result from an untrue statement or omission of a material fact contained in the preliminary offering memorandum which was corrected in the Offering Memorandum or in the Offering Memorandum as then amended or supplemented. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement.

(b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless (i) the Company, (ii) each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and (iii) the respective officers, directors, partners, employees, representatives and agents of the Company, and any controlling person against any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any amendment thereof or supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Initial Purchaser Information provided by such Initial Purchaser. This indemnity agreement will be in addition to any liability which the Initial Purchasers may otherwise have, including under this Agreement. The Company acknowledges that the statements described in Section 1(a) of this Agreement constitute the only Initial Purchaser Information.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent such indemnifying party has been materially prejudiced by such failure as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties, it being understood, however, that the indemnifying parties shall not, in connection with any one such action or separate but substantially similar related actions arising out of the same general allegations or circumstances, be liable for fees and expenses of more than one separate firm of attorneys (in addition to any appropriate local counsel) at any time for the indemnified parties. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

8. Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, then each indemnifying party shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the

Company, any contribution received by the Company from persons, other than the Initial Purchasers, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and directors of the Company) to which any indemnifying person may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and by the Initial Purchasers from the offering of the Securities and the relative fault of the Company and of the Initial Purchasers in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on one hand and the Initial Purchasers, on the other hand, shall be deemed to be in the same proportion, (x) in the case of the Company, the total proceeds from the offering (net of initial purchaser discounts and commissions but before deducting expenses) received by the Company and (y) in the case of the Initial Purchasers, the initial purchaser discounts and commissions received by the Initial Purchasers, respectively, in Section 2 of this Agreement. The relative fault of the Company, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8, (i) in no case shall any Initial Purchaser be liable or responsible for any amount in excess of the initial purchaser discount applicable to the Securities purchased by such Initial Purchaser hereunder and (ii) 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 who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute under this Section 8 shall be several in accordance with their respective purchase obligations and not joint. For purposes of this Section 8, each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and each director of the Company shall have the same rights to contribution as any, subject in each case to clauses (i) and (ii) of this Section 8. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

9. Default By An Initial Purchaser.

(a) If any Initial Purchaser or Initial Purchasers shall default in its or their obligation to purchase the Securities hereunder, and if the Securities with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Securities, the Securities to which the default relates shall be purchased by the non-defaulting Initial Purchasers in proportion to the respective proportions which the numbers of Securities set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Securities set forth opposite the names of the non-defaulting Initial Purchasers.

(b) In the event that such default relates to more than 10% of the Securities, you may in your discretion arrange for you or for another party or parties (including any non-defaulting Initial Purchaser or Initial Purchasers who so agree) to purchase such Securities to which such default relates on the terms contained herein. In the event that within five calendar days after such a default you do not arrange for the purchase of the Securities to which such default relates as provided in this Section 9, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Initial Purchasers, but nothing in this Agreement shall relieve a defaulting Initial Purchaser or Initial Purchasers of its or their liability, if any, to the other non-defaulting Initial Purchasers and the Company for damages occasioned by its or their default hereunder.

(c) In the event that the Securities to which the default relates are to be purchased by the non-defaulting Initial Purchasers, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date for a period, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Offering Memorandum which, in the opinion of Initial Purchasers’ counsel, may thereby be made necessary or advisable. The term “Initial Purchaser” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

10. Survival Of Representations And Agreements. All representations and warranties, covenants and agreements of the Initial Purchasers and the Company contained in this Agreement, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Initial Purchasers or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of any payment for the Securities to and by the Initial Purchasers. The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(c) hereof shall survive the termination of this Agreement including pursuant to Section 11 hereof.

11. Termination.

(a) You shall have the right to terminate this Agreement at any time prior to the Closing Date if (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of you will in the immediate future materially disrupt, the market for the Company’s Securities or securities in general; or (ii) trading generally on the New York or American Stock Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a general banking moratorium has been declared by New York State, federal or Bahamian authorities or if any new restriction materially adversely affecting the distribution of the Securities shall have become effective; or (iv)(A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been a change in political, financial or economic conditions if the effect of any such event in (A) or (B) is such as in the judgment of you makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Offering Memorandum; (v) since the date as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement), there shall have been any Material Adverse Change, except as described in or contemplated by the Offering Memorandum (excluding any amendment or supplement thereto); or (vi) the suspension of trading of the Company’s ordinary shares by the New York Stock Exchange, the Commission or any other governmental authority (other than any suspension that would not, in your reasonable judgment, make it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Offering Memorandum).

(b) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.

(c) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(a) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Initial Purchasers, reimburse the Initial Purchasers through you for all out-of-pocket expenses (including the fees and expenses of counsel for the Initial Purchasers), incurred by the Initial Purchasers in connection herewith.

12. Notice. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and effective only on receipt, and, if sent to the Company, will be mailed or delivered to Xxxxxxx X. Xxxxxx, Esq., Xxxxxxx International Limited, Coral Towers, Paradise Island, The Bahamas, with a copy to Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: X. Xxxxxxx Xxxxxxx, Esq.; or if sent to any Initial Purchaser, will be mailed, delivered or telefaxed and confirmed to it at the address set forth on the first page hereto with a copy to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxxx

Xxxxxxx, Esq., or in any case to such other address as the person to be notified may have requested in writing.

13. Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon the Initial Purchasers and the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 7 and 8, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from an Initial Purchaser.

14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. Headings. The section headings used herein are for convenience and shall not affect the construction hereof.

17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

“Commission” shall mean the Securities and Exchange Commission.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

[Signature page follows.]

If the foregoing correctly sets forth the understanding between the Initial Purchasers and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

XXXXXXX INTERNATIONAL LIMITED


By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Executive Vice President and
		Chief Financial Officer

By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Executive Vice President and
		General Counsel

Accepted as of the date first above written:


DEUTSCHE BANK SECURITIES INC.


By:	/s/	A. Xxxx Xxxxxxx
	Name:	A. Xxxx Xxxxxxx
	Title:	Managing Director

By:	/s/	Xxxxxxx XxXxxxxx
	Name:	Xxxxxxx XxXxxxxx
	Title:	Managing Director

On behalf of themselves and the other

Initial Purchasers named in Schedule I hereto.

SCHEDULE I

Name of Initial Purchaser	Aggregate Principal Amount of Securities to be Purchased

Deutsche Bank Securities Inc.	$	105,882,353
X.X. Xxxxxx Securities Inc.	$	105,882,353
Bear, Xxxxxxx & Co. Inc.	$	47,058,824
Xxxxxxx, Xxxxx & Co.	$	47,058,824
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated	$	47,058,824
Wachovia Capital Markets, LLC	$	23,529,412
Xxxxx Fargo Securities, LLC	$	23,529,412
Total	$	400,000,000

SCHEDULE II

Guarantors		State or Jurisdiction of Incorporation or Organization
Xxxxxxx International North America, Inc.		Delaware
Xxxxxxx International Bahamas Limited		Bahamas
Island Hotel Company Limited		Bahamas
Paradise Acquisition Limited		Bahamas
Paradise Beach Inn Limited		Bahamas
Paradise Enterprises Limited		Bahamas
Paradise Island Limited		Bahamas
Xxxxxxx Investments Connecticut, Inc.		Connecticut
Xxxxxxx International Management Limited		British Virgin Islands
Aberdeen Management Limited		Channel Islands
Birbo NV		Netherlands Antilles
ISS, Inc.		Florida
Paradise Island Futures Limited		Bahamas
Paradise Security Services Limited		Bahamas
PIV, Inc.		Florida
Purposeful BV		Netherlands
Xxxxxxx Investments California, Inc.		Delaware
Xxxxxxx International New York, Inc.		New York
Xxxxxxx Hotels International (Bermuda) Limited		Bermuda
Xxxxxxx Hotels International Management NV		Netherlands Antilles
Xxxxxxx International Timeshare Limited		Bahamas
Xxxxxxx International Development (Timeshare) Limited		Bahamas
Xxxxxxx International Development Services, Inc.		Delaware
Xxxxxxx International Development Limited		Bahamas
Xxxxxxx International Finance (BVI) Limited		British Virgin Islands
Xxxxxxx International Marketing (UK) Limited		United Kingdom
Xxxxxxx International Marketing, Inc.		Florida
Xxxxxxx International Nevada, Inc.		Nevada
Xxxxxxx New York, Inc.		Delaware
Xxxxxxx International Resorts, Inc.		Florida
Solea Vacances SA		France
Xxxxxxx International Development Services Mexico, S. de X.X. de C.V.		Mexico
Xxxxxxx International Development Services, Inc.		Delaware
Xxxxxxx International Management Services, Inc.		Delaware

Guarantors		State or Jurisdiction of Incorporation or Organization
Xxxxxxx Investments Palmilla, Inc.		Bahamas
Xxxxxxx International California, Inc.		Delaware
Xxxxxxx International Development Services Holding, L.L.C.		Delaware
Xxxxxxx International Management Services Holding, L.L.C.		Delaware
Xxxxxxx International Management Services Mexico, S. de X.X. de C.V.		Mexico
Xxxxxxx Northampton Limited		United Kingdom
Xxxxxxx Servicios Mexico, S. de X.X. de C.V.		Mexico
Xxxxxxx International Development Services (UK) Limited		United Kingdom
Xxxxxxx International Palm Island Limited		British Virgin Islands
Xxxxxxx International UAE Limited		British Virgin Islands
Xxxxxxx International Employment Services Limited		British Virgin Islands
Xxxxxxx International Development FZ-LLC		Dubai Free Zone
Xxxxxxx International Management FZ-LLC		Dubai Free Zone
One&Only Management Limited		British Virgin Islands
One&Only Resorts Limited		British Virgin Islands
Xxxxxxx International Marine Projects Limited		Bahamas
Xxxxxxx Investments BLB, Inc.		Delaware
Xxxxxxx Investments Pennsylvania, Inc.		Delaware
Xxxxxxx UK Leisure Property Holdings Limited		Bahamas
Xxxxxxx UK Leisure Operations Holdings Limited		Bahamas
Xxxxxxx Greenwich Hotel Limited		United Kingdom
Xxxxxxx Greenwich Casino Limited		United Kingdom
Xxxxxxx Glasgow Limited		United Kingdom
Xxxxxxx UK Gaming Limited		United Kingdom
Xxxxxxx Manchester Limited		United Kingdom
Xxxxxxx Investments Morocco Limited		Bahamas
Xxxxxxx International Morocco Holdings Limited		Bahamas
Xxxxxxx International Management (Morocco) Limited		Bahamas
Xxxxxxx International Development (Morocco) Limited		Bahamas
One&Only Resorts (Deutschland) Gmbh		Germany
One&Only Resorts (France) EURL		France

Guarantors		State or Jurisdiction of Incorporation or Organization
One&Only Resorts (Southern Africa) (Pty) Limited		South Africa
World Leisure Holidays (Pty.) Limited		South Africa
Paradise Marina Condominium Investments Limited		Bahamas
Hurricane Hole Marina Investments Limited		Bahamas
Hurricane Hole Properties Limited		Bahamas

EXHIBIT A

Form of Registration Rights Agreement

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Table of Contents

KERZNER INTERNATIONAL LIMITED PURCHASE AGREEMENT

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