0001047469-05-027385 Sample Contracts

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KERZNER INTERNATIONAL LIMITED PURCHASE AGREEMENT
Purchase Agreement • November 23rd, 2005 • Kerzner International Employment Services LTD • Services-miscellaneous amusement & recreation • New York

Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Initial Purchasers”) $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.

KERZNER INTERNATIONAL LIMITED, as Issuer, THE GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
Indenture • November 23rd, 2005 • Kerzner International Employment Services LTD • Services-miscellaneous amusement & recreation • New York

THIS INDENTURE, dated as of September 22, 2005, is by and among Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International” or the “Issuer”), the Guarantors referred to below and The Bank of New York Trust Company, N.A., as Trustee.

REGISTRATION RIGHTS AGREEMENT Dated as of September 22, 2005 by and between KERZNER INTERNATIONAL LIMITED, as Issuer, THE GUARANTORS NAMED HEREIN, and DEUTSCHE BANK SECURITIES INC., as Representative of the Initial Purchasers 63/4% Senior Subordinated...
Registration Rights Agreement • November 23rd, 2005 • Kerzner International Employment Services LTD • Services-miscellaneous amusement & recreation • New York

This Agreement is entered into in connection with that certain Purchase Agreement, dated September 15, 2005 (the “Purchase Agreement”), by and between the Issuer and the Initial Purchasers, which provides for the sale by the Issuer to the Initial Purchasers of $400,000,000 aggregate principal amount of the Issuer’s 6 3/4% Senior Subordinated Notes due 2015 (the “Notes”), which Notes will be guaranteed by the Guarantors in accordance with the terms of the Indenture (as defined below). The Notes are being issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), by and between the Issuer, the Guarantors and The Bank of New York, as Trustee.

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