ContractResort Management Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • England
* Indicates where text has been omitted pursuant to a request for confidential treatment. The omitted text has been filed separately with the Securities and Exchange Commission.
NOTE INDENTURENote Indenture • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
THIS NOTE INDENTURE (the “Indenture”) made as of the 17th day of December, 2004, between KERZNER PALMILLA BEACH PARTNERS, S. de R.L. de C.V., KERZNER PALMILLA HOTEL PARTNERS, S. de R.L. de C.V., KERZNER SERVICIOS HOTELEROS, S. de R.L. de C.V., KERZNER COMPANIA DE SERVICIOS, S. de R.L. de C.V. and KERZNER PALMILLA GOLF PARTNERS, S. de R.L. de C.V., each a limited liability company with variable capital (sociedad de responsabilidad limitada de capital variable), duly organized and validly existing under the laws of the United Mexican States and each having an address at Palmilla Resort & Golf Club Apartado Postal 52, 33400 San Jose Del Cabo, BCS, Mexico (hereinafter collectively the “Issuers”) and LASALLE BANK NATIONAL ASSOCIATION, having an address at 35 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, as note trustee and collateral agent for the benefit of the Holders of the Notes (as such terms are hereinafter defined) (hereinafter the “Trustee”).
DEVELOPMENT AGREEMENT FOR THE ATLANTIS, PALM ISLAND BY AND BETWEEN KERZNER INTERNATIONAL DEVELOPMENT FZ LLC AS DEVELOPER AND KERZNER NAKHEEL LIMITED AS OWNER 5th May, 2004Development Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • England
This Development Agreement (as the same may be amended, modified or supplemented from time to time, this “Agreement”) is made and entered into this day of May, 2004 (the “Effective Date”), by and between KERZNER NAKHEEL LIMITED, a British Virgin Island company with offices at Trident Trust Company, Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola, BVI (the “Owner”) and (ii) KERZNER INTERNATIONAL DEVELOPMENT FZ LLC, a United Arab Emirates Free Zone Limited Liability Company having its registered office at Boutique Office No. 19, Dubai Media City, Dubai, United Arab Emirates (the “Developer”). The Owner and the Developer are sometimes hereinafter referred to as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 15, 2005 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Kerzner International Limited, a corporation organized under the laws of The Commonwealth of the Bahamas (“KIL”), Kerzner International Bahamas Limited, a corporation organized under the laws of The Commonwealth of the Bahamas (“KIBL”), Kerzner International North America, Inc., a Delaware corporation (“KINA”, KIHL, KIBL and KINA each individually, a “Borrower”, and collectively the “Borrowers”), and certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).
GUARANTY AGREEMENTGuaranty Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation • New York
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of December 17, 2004, by GS EMERGING MARKET REAL ESTATE FUND, L.P., a Cayman Island exempted limited partnership, having an address at c/o Goldman Sachs, 85 Broad Street, New York, New York 10004 (“Goldman”) and KERZNER INTERNATIONAL LIMITED, a Bahamian corporation, having an address at c/o Kerzner International North America, 1000 South Pine Island Road, Plantation, Florida 33324-3906 (“Kerzner; together with Goldman, “Guarantor”), in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, having an address at 35 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, in its capacity as note trustee and collateral agent (“Trustee”), for the benefit of Noteholders (as herein defined).
2ND AMENDMENT TO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation
THIS 2ND AMENDMENT TO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is made as of the 21st day of December, 2004, by and among the Stockbridge-Munsee Band of Mohican Indians of Wisconsin, a federally recognized Indian tribe (hereafter referred to as the “Tribe”), the Stockbridge-Munsee Tribal Gaming Authority, an instrumentality of the Tribe, (hereinafter referred to as the “Authority”), Trading Cove New York, LLC, a Delaware limited liability company (hereinafter referred to as the “Developer”), Kerzner International North America, Inc., (formerly Sun International North America, Inc.) a Delaware corporation (hereinafter referred to as “KINA”) and Waterford Gaming Group, LLC, a Delaware limited liability company (hereinafter referred to as “Waterford”). KINA and Waterford are hereinafter collectively referred to as the “Developer Guarantors.”
AMENDMENT TO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • March 31st, 2005 • Kerzner International LTD • Services-miscellaneous amusement & recreation
THIS AMENDMENT TO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENT is made as of the 19th day of October, 2004, by and among the Stockbridge-Munsee Band of Mohican Indians of Wisconsin, a federally recognized Indian tribe (hereafter referred to as the “Tribe”), the Stockbridge-Munsee Tribal Gaming Authority, an instrumentality of the Tribe, (hereinafter referred to as the “Authority”), Trading Cove New York, LLC, a Delaware limited liability company (hereinafter referred to as the “Developer”), Kerzner International North America, Inc., (formerly Sun International North America, Inc.) a Delaware corporation (hereinafter referred to as “KINA”) and Waterford Gaming Group, LLC, a Delaware limited liability company (hereinafter referred to as “Waterford”). KINA and Waterford are hereinafter collectively referred to as the “Developer Guarantors.”
