-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6XxbLwi++isZIvOWku/+2ZUH7A9CfEIxu+1zUB1++31LSWIv0uXFEgfJnLp1JkR gSD+jq4oN/T5mRQvnkO16g== 0000891836-06-000159.txt : 20060503 0000891836-06-000159.hdr.sgml : 20060503 20060503170423 ACCESSION NUMBER: 0000891836-06-000159 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: WH ADVISERS, L.L.C. 2005 GROUP MEMBERS: WH INTERNATIONAL ADVISORS, L.L.C. 2005 GROUP MEMBERS: WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. GROUP MEMBERS: WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. GROUP MEMBERS: WHITEHALL STREET GLOBAL REAL ESTATE LTD P ARTNERSHIP 2005 GROUP MEMBERS: WHITEHALL STREET INT'L EMPLOYEE FUND 2005 (DELAWARE), L.P. GROUP MEMBERS: WHITEHALL STREET INT'L REAL ESTATE LTD PARTNERSHIP 2005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERZNER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000914444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 980136554 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48645 FILM NUMBER: 06804718 BUSINESS ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: SUN INTERNATIONAL HOTELS LTD DATE OF NAME CHANGE: 19931104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 sc0075.txt AMENDMENT NO. 1 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kerzner International Limited --------------------- (Name of Issuer) Ordinary Shares, par value $0.001 per share --------------------------- (Title of Class of Securities) P6065Y107 --------------------- (CUSIP Number) Teresa Tsai The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 -------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 30, 2006 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. (Continued on following pages) - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Global Real Estate Limited Partnership 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street International Real Estate Limited Partnership 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WH International Advisors, L.L.C. 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Global Employee Fund 2005, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Employee Funds 2005 GP, L.L.C. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street International Employee Fund 2005 (Delaware), L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Goldman, Sachs & Co. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: WC/OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 9,867 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 10,192 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,192 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN/BD/IA - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: The Goldman Sachs Group, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 9,867 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 10,192 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,192 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: HC/CO ITEM 1. SECURITY AND ISSUER This amendment No. 1 (this "Statement"), filed by Whitehall Street Global Real Estate Limited Partnership 2005 ("Whitehall 2005"), Whitehall Street International Real Estate Limited Partnership 2005 ("Whitehall International"), Whitehall Street Global Employee Fund 2005, L.P. ("Whitehall Employee"), Whitehall Street International Employee Fund 2005 (Delaware), L.P. ("Whitehall International Employee," together with Whitehall Employee, Whitehall 2005 and Whitehall International, "Whitehall"), WH Advisors, L.L.C. 2005 ("Whitehall 2005 GP"), WH International Advisors, L.L.C. 2005 ("Whitehall International GP"), Whitehall Street Employee Funds 2005 GP, L.L.C. ("Whitehall Employee GP," together with Whitehall 2005 GP and Whitehall International GP, the "Whitehall GPs"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group," together with Goldman Sachs, Whitehall and the Whitehall GPs, the "Reporting Persons")(1) amends and supplements the Schedule 13D filed by the Reporting Persons on March 30, 2006 (the "Schedule 13D") relating to the ordinary shares, par value $.001 per share (the "Ordinary Shares"), of Kerzner International Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the "Company"). The address of the principal executive offices of the Company is Coral Towers, Paradise Island, The Bahamas. Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby supplemented as follows: As previously disclosed, on March 20, 2006, K-Two Holdco Limited ("Parent"), a newly formed International Business Company organized under the laws of The Bahamas and controlled by Solomon Kerzner, Howard B. Kerzner, Whitehall, Istithmar PJSC ("Istithmar"), investment funds affiliated with Colony Capital Acquisitions, LLC, Providence Equity Partners, Inc. and The Related Companies, L.P., and K-Two Subco Limited, a wholly-owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger, dated March 20, 2006, with the Company, pursuant to which, and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"). On April 30, 2006, Parent, Merger Sub and Company entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement"), which, among other things, terminates the Company's active solicitation of alternative transactions and increases the merger consideration to be received in the Merger by each holder of Ordinary Shares (other than Ordinary Shares to be canceled pursuant to the terms of the Amended and Restated Merger Agreement and Ordinary Shares held by holders who properly elect to exercise dissenters' rights under Bahamian law) from $76.00 in cash, without interest, to $81.00 in cash, without interest. A copy of the Amended and Restated Merger Agreement is included as Exhibit 14 to this Statement and is incorporated by reference herein. - --------------------- (1) Neither the present filing nor anything contained herein shall be construed as an admission that Whitehall 2005, Whitehall 2005 GP, Whitehall International, Whitehall International GP, Whitehall Employee, Whitehall Employee GP, Whitehall International Employee, Goldman Sachs or GS Group constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, as amended, nor may it be construed that any combination of Whitehall 2005, Whitehall 2005 GP, Whitehall International, Whitehall International GP, Whitehall Employee, Whitehall Employee GP, Whitehall International Employee, Goldman Sachs or GS Group constitutes a "group" for any purpose. Pursuant to the terms of the Amended and Restated Merger Agreement, neither Parent nor any of its affiliates is permitted to seek or obtain, or engage in any substantive discussions in respect of, any equity commitments or equity financing in respect of the Merger from any person who, as of April 30, 2006, was required to file a Schedule 13G or Schedule 13D under the Securities Exchange Act of 1934, as amended, as a result of such person's beneficial ownership of Ordinary Shares. On May 1, 2006, the Company issued a press release (the "Press Release") announcing the execution of the Amended and Restated Merger Agreement. A copy of the Press Release is included as Exhibit 16 to this Statement and is incorporated by reference herein. Concurrently with the execution of the Amended and Restated Merger Agreement, Whitehall delivered an equity commitment letter (the "Equity Commitment Letter") to Parent pursuant to which Whitehall agreed, subject to the satisfaction or waiver of the conditions set forth in the Amended and Restated Merger Agreement, to contribute cash in the aggregate amount of $372,000,000 in exchange for an equity interest in Parent. The Equity Commitment Letter supersedes the equity commitment letter delivered by Whitehall to Parent on March 20, 2006 (which equity commitment letter was described in Schedule 13D) and such equity commitment letter is of no further force or effect. A copy of Whitehall's Equity Commitment Letter is included as Exhibit 15 to this Statement and is incorporated by reference herein. In addition, concurrently with the execution of the Amended and Restated Merger Agreement, at the specific request of the Company, and as an inducement to the Company's willingness to enter into the Amended and Restated Merger Agreement, the Company, Parent, World Leisure Group Limited (a British Virgin Islands holding company owned and controlled by the Kerzner Family Trust and the Howard B. Kerzner Family Trust, which trusts are controlled by Solomon Kerzner; hereinafter "WLG"), Solomon Kerzner, Howard B. Kerzner and Istithmar have entered into a Voting Agreement, dated as of April 30, 2006 (the "Voting Agreement"), relating to the 3,795,794 Ordinary Shares held for the account of WLG and the 4,500,000 Ordinary Shares held for the account of Istithmar and any Ordinary Shares acquired by WLG, Solomon Kerzner, Howard B. Kerzner or Istithmar (each a "Holder") subsequent to the date of the Voting Agreement (collectively, the "Subject Shares"). The Voting Agreement supersedes the voting agreement, dated as of March 20, 2006, by and among the Company, Solomon Kerzner, Howard B. Kerzner and WLG and such voting agreement is of no further force or effect. A copy of the Voting Agreement is included as Exhibit 17 to this Statement and is incorporated by reference herein. Pursuant to the Voting Agreement, and during the Voting Period (defined below), each Holder has agreed to vote or execute consents with respect to all Subject Shares beneficially owned as of the applicable record date in favor of the approval of the Amended and Restated Merger Agreement, the Merger and any other transaction contemplated by the Amended and Restated Merger Agreement at any shareholder meeting (or any adjournment or postponement thereof) held for the purpose of obtaining approval of the Amended and Restated Merger Agreement or in any other circumstances upon which a vote, consent or other approval (including a written consent) with respect to the Amended and Restated Merger Agreement, the Merger or any other transaction contemplated by the Amended and Restated Merger Agreement is sought. In addition, each Holder has also agreed, during the Voting Period, to vote or execute consents with respect to all Subject Shares beneficially owned as of the applicable record date against each of the following matters at any meeting (or any adjournment or postponement thereof) of the Company's shareholders, or in any other circumstances upon which a vote, consent or other approval (including a written consent) with respect to any of the following matters is sought: (i) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Amended and Restated Merger Agreement or of the Holder contained in the Voting Agreement; (ii) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Amended and Restated Merger Agreement; (iii) any Company Acquisition Proposal (as defined below) (whether made prior to, as of or subsequent to the termination of the Amended and Restated Merger Agreement); and (iv) any material change in the present capitalization of the Company or any amendment to the Company's articles of association or memorandum of association. In addition, the Holders have appointed Parent and any designee of Parent, as their proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect to the Subject Shares in accordance with the Voting Agreement. "Voting Period" means the period from and including the date of the Voting Agreement through and including the earliest to occur of (i) the obtaining of shareholder approval of the Amended and Restated Merger Agreement, (ii) the termination of the Amended and Restated Merger Agreement in accordance with its terms other than due to the Company's willful and material breach of the non-solicitation covenant contained therein or under certain circumstances in which a Company Acquisition Proposal has been made, and (iii) if the Amended and Restated Merger Agreement is terminated for the exceptions described in clause (ii), the date that is six months after the date of such termination; provided that, if the Amended and Restated Merger Agreement is terminated pursuant to any of the provisions thereof described in clause (iii) and an agreement with respect to a Company Acquisition Proposal is entered into during the Voting Period and has not been consummated by the time the Voting Period would otherwise expire, the Voting Period will be extended until the earlier of the consummation of the transaction contemplated by that agreement (as it may be amended, modified or supplemented from time to time) or the termination of that agreement. "Company Acquisition Proposal" means any inquiry, proposal or offer from any person or group of persons other than Parent, Merger Sub or their respective affiliates relating to any direct or indirect acquisition or purchase of a business or businesses that constitutes 30% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or 30% or more of any class or series of equity securities of the Company or its subsidiaries, any tender offer or exchange offer that if consummated would result in any person or group of persons beneficially owning 30% or more of any class or series of equity securities of the Company or its subsidiaries, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary or subsidiaries of the Company whose business or businesses constitute(s) 30% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole). In addition, pursuant to the Voting Agreement, the Holders have agreed, during the Voting Period, not to sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including, without limitation, any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, except that the Holders may Transfer any Subject Shares to any of their respective affiliates, provided that the effectiveness of any such Transfers shall be conditioned on the transferee agreeing in writing to be bound by the provisions of the Voting Agreement in a form reasonably satisfactory to the Company and Parent. Furthermore, the Holders have agreed not to enter into any other voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Amended and Restated Merger Agreement, the Press Release, the Equity Commitment Letter and the Voting Agreement, each of which is filed as an exhibit hereto and is incorporated herein by reference. Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby supplemented as follows: (a) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of Ordinary Shares outstanding is assumed to be 36,718,698 (which is the number of Ordinary Shares which the Company represented on March 20, 2006, in the Amended and Restated Merger Agreement were outstanding as of February 28, 2006). As of April 30, 2006, GS Group and Goldman Sachs may be deemed to beneficially own an aggregate of 10,192 Ordinary Shares, consisting of: (i) 325 Ordinary Shares held in client accounts with respect to which Goldman Sachs, or employees of Goldman Sachs, have investment discretion ("Managed Accounts") and (ii) 9,867 Ordinary Shares acquired in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 0.0% of the currently outstanding Ordinary Shares. In addition, as of April 30, 2006, GS Group and Goldman Sachs may also be deemed to beneficially own an aggregate $132,000 of Kerzner International Limited 2.375% Convertible Senior Subordinated Notes due 2024 ("Convertible Notes"), which, subject to certain restrictions and under certain circumstances, may be converted into cash and Ordinary Shares at a rate of 17.1703 ordinary shares per $1,000 principal amount of the notes (which conversion rate is also subject to adjustment under certain circumstances). As of the date hereof, neither GS Group nor Goldman Sachs has the right to convert such Convertible Notes into cash or Ordinary Shares within 60 days. (c) Schedule VI sets forth the transactions in the Ordinary Shares which have been effected during the period from March 21, 2006 through April 30, 2006. Except as described above, all of the transactions set forth on Schedule VI were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities. The transactions in the shares of Ordinary Shares described on Schedule VI were effected on the New York Stock Exchange or the over-the-counter market. Except as described above, no transactions in the Ordinary Shares were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedules I, II or III of Schedule 13D, during the period from March 21, 2006 through April 30, 2006. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby supplemented as follows: The Amended and Restated Merger Agreement, the Press Release, the Equity Commitment Letter and the Voting Agreement (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby supplemented by adding the following exhibits: Exhibit Description - ------- ----------------------------------------------------------------- 14. Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, by and among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco Limited (incorporated by reference to Exhibit 2.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File No. 001-04226). 15. Equity Commitment Letter, dated April 30, 2006, from Whitehall Street Global Real Estate Limited Partnership 2005, Whitehall Street Global Employee Fund 2005, L.P., Whitehall Street International Employee Fund 2005 (Delaware), L.P. and Whitehall Street International Real Estate Limited Partnership 2005 to K-Two Holdco Limited. 16. Press Release dated May 1, 2006 (incorporated by reference to Exhibit 99.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File No. 001-04226). 17. Voting Agreement, dated as of April 30, 2006, among Kerzner International Limited, K-Two Holdco Limited, World Leisure Group Limited, Solomon Kerzner, Howard B. Kerzner and Istithmar PJSC (incorporated by reference to Exhibit 10.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File no. 001-4226). SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 3, 2006 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH INTERNATIONAL ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact EXHIBIT INDEX Exhibit Description - ------- ----------------------------------------------------------------- 14. Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, by and among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco Limited (incorporated by reference to Exhibit 2.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File No. 001-04226). 15. Equity Commitment Letter, dated April 30, 2006, from Whitehall Street Global Real Estate Limited Partnership 2005, Whitehall Street Global Employee Fund 2005, L.P., Whitehall Street International Employee Fund 2005 (Delaware), L.P. and Whitehall Street International Real Estate Limited Partnership 2005 to K-Two Holdco Limited. 16. Press Release dated May 1, 2006 (incorporated by reference to Exhibit 99.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File No. 001-04226). 17. Voting Agreement, dated as of April 30, 2006, among Kerzner International Limited, K-Two Holdco Limited, World Leisure Group Limited, Solomon Kerzner, Howard B. Kerzner and Istithmar PJSC (incorporated by reference to Exhibit 10.1 to Form 6-K of Kerzner International Limited furnished to the SEC on May 1, 2006, File no. 001-4226). SCHEDULE VI ----------- Kerzner International Limited Cusip No. P6065Y107
Purchases Sales Price Trade Date Settlement Date - -------------------------------------------------------------------------------- 100 78.4500 3/21/2006 3/24/2006 1,000 78.4300 3/21/2006 3/24/2006 567 78.4300 3/21/2006 3/24/2006 100 78.2500 3/23/2006 3/28/2006 500 78.3300 3/23/2006 3/28/2006 133 78.5000 3/23/2006 3/28/2006 200 77.7900 3/31/2006 4/5/2006 2,100 77.8200 3/31/2006 4/5/2006 8,600 77.8900 4/3/2006 4/6/2006 8,600 77.8900 4/3/2006 4/6/2006 200 77.1100 4/6/2006 4/11/2006 100 77.1100 4/6/2006 4/11/2006 200 77.4300 4/6/2006 4/11/2006 100 77.4300 4/6/2006 4/11/2006 100 77.2500 4/7/2006 4/12/2006 5 76.8800 4/11/2006 4/14/2006 100 76.7600 4/12/2006 4/18/2006 100 76.9000 4/12/2006 4/18/2006 102 76.8800 4/12/2006 4/18/2006 100 76.6400 4/13/2006 4/19/2006 300 76.8900 4/13/2006 4/19/2006 300 76.8900 4/13/2006 4/19/2006 100 77.0600 4/17/2006 4/20/2006 200 77.0600 4/17/2006 4/20/2006 100 77.0600 4/17/2006 4/20/2006 300 77.1000 4/17/2006 4/20/2006 100 76.9000 4/17/2006 4/20/2006 100 77.1500 4/17/2006 4/20/2006 100 77.1800 4/17/2006 4/20/2006 200 77.2000 4/17/2006 4/20/2006 100 77.1900 4/17/2006 4/20/2006 100 77.1300 4/17/2006 4/20/2006 100 77.1400 4/17/2006 4/20/2006 200 77.1600 4/17/2006 4/20/2006 100 77.2000 4/17/2006 4/20/2006 100 76.9900 4/17/2006 4/20/2006 100 76.9600 4/17/2006 4/20/2006 100 76.9800 4/17/2006 4/20/2006 100 77.0100 4/17/2006 4/20/2006 100 77.0300 4/17/2006 4/20/2006 100 77.0800 4/17/2006 4/20/2006 200 77.1500 4/17/2006 4/20/2006 100 77.0200 4/17/2006 4/20/2006 100 77.0600 4/17/2006 4/20/2006 100 77.1500 4/17/2006 4/20/2006 300 78.1400 4/18/2006 4/21/2006 100 77.8700 4/18/2006 4/21/2006 100 77.8600 4/18/2006 4/21/2006 100 77.8500 4/18/2006 4/21/2006 300 78.2200 4/19/2006 4/24/2006 100 78.2700 4/19/2006 4/24/2006 300 78.3500 4/19/2006 4/24/2006 100 78.4500 4/19/2006 4/24/2006 100 78.3500 4/19/2006 4/24/2006 400 78.4000 4/19/2006 4/24/2006 300 78.3800 4/19/2006 4/24/2006 100 78.3900 4/19/2006 4/24/2006 1,180 78.3000 4/19/2006 4/24/2006
Purchases Sales Price Trade Date Settlement Date - -------------------------------------------------------------------------------- 2,580 78.2890 4/19/2006 4/20/2006 100 79.0100 4/25/2006 4/28/2006 200 79.0300 4/25/2006 4/28/2006 400 79.1200 4/25/2006 4/28/2006 100 79.1500 4/25/2006 4/28/2006 600 79.0600 4/25/2006 4/28/2006 100 79.0400 4/25/2006 4/28/2006 100 79.0000 4/25/2006 4/28/2006 200 79.0700 4/25/2006 4/28/2006 100 79.0600 4/25/2006 4/28/2006 300 79.0800 4/25/2006 4/28/2006 800 79.0900 4/25/2006 4/28/2006 800 79.0500 4/25/2006 4/28/2006 600 78.9200 4/25/2006 4/28/2006 100 78.9100 4/25/2006 4/28/2006 1,800 78.9300 4/25/2006 4/28/2006 1,900 78.9000 4/25/2006 4/28/2006 100 78.9300 4/25/2006 4/28/2006 800 78.9000 4/25/2006 4/28/2006 14,300 79.2680 4/25/2006 4/28/2006 100 78.5200 4/26/2006 5/1/2006 200 78.5200 4/26/2006 5/1/2006 100 78.5300 4/26/2006 5/1/2006 200 78.5200 4/26/2006 5/1/2006 100 78.0400 4/27/2006 5/2/2006 300 78.2300 4/27/2006 5/2/2006 100 78.2300 4/27/2006 5/2/2006 400 78.1750 4/27/2006 5/2/2006 400 78.1750 4/27/2006 5/2/2006 300 78.0200 4/27/2006 5/2/2006 100 77.2500 4/27/2006 5/2/2006
EX-99.15 2 exh-15.txt EQUITY COMMITMENT LETTER EXHIBIT 15 April 30, 2006 K-Two Holdco Limited Coral Towers Paradise Island, The Bahamas Gentlemen: Reference is made to (i) the Amended and Restated Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, among Kerzner International Limited (the "Company"), an international business company incorporated under the laws of the Commonwealth of The Bahamas, K-Two Holdco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas ("Newco"), and K-Two Subco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas and a wholly-owned subsidiary of Newco and (ii) our letter to Newco, dated as of March 20, 2006, pursuant to which, and subject to the terms and conditions thereof, we committed to contribute or cause to be contributed to Newco the aggregate amount set forth therein (the "Original Commitment Letter"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto. We and Newco hereby covenant, agree and acknowledge that, at such time as this letter agreement becomes effective in accordance with the immediately preceding sentence, this letter agreement shall supersede the Original Commitment Letter in all respects and that the Original Commitment Letter shall terminate automatically and cease to be of any force or effect. In the event of the satisfaction or waiver of the conditions precedent to Newco's obligation to consummate the Merger set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which shall become satisfied upon the making of such contribution shall be deemed to have been satisfied), we agree that at the Closing we will contribute or cause to be contributed to Newco an aggregate amount of $372,000,000 (such sum, the "Commitment Amount"), which amount shall be used by Newco, together with the financing proceeds from the Debt Financing Commitments and the equity proceeds from the other Equity Financing Commitments to fund the Merger Consideration, pay any other amounts to be paid by Newco to any person on the Closing Date on the terms set forth in the Agreement and pay for related expenses. We will not be under any obligation pursuant to the preceding sentence unless and until the conditions precedent to Newco's obligation to consummate the Merger set forth in Article VIII of the Agreement are satisfied or waived. We will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Commitment Amount to Newco. Equity Commitment Letter Notwithstanding anything that may be expressed or implied in this letter agreement, Newco, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder and that, notwithstanding that the undersigned is a partnership, no recourse hereunder or any documents or instruments delivered in connection herewith shall be had against any current or future officer, agent or employee of the undersigned, against any current or future general or limited partner of the undersigned or any current or future director, officer, employee, general or limited partner, member, Affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of the undersigned or any current or future general or limited partner of the undersigned or any current or future director, officer, employee, general or limited partner, member, Affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. Each of the undersigned hereby represents and warrants as follows: (a) The undersigned is a limited partnership duly organized, validly existing and in good standing (to the extent its jurisdiction of organization recognizes the concept of good standing) under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this letter agreement by the undersigned is within its limited partnership powers and has been duly authorized by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary to perform its obligations hereunder. This letter agreement is a valid and binding obligation of the undersigned enforceable against it in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles or equity. (c) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) violate the organizational documents of the undersigned, (ii) violate any applicable Law or court or governmental order to which the undersigned or any of its assets are subject or (iii) require any consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation of the undersigned. (d) The undersigned has, and will have on the Closing Date, the funding necessary to fund the Commitment Amount. In the event that the Agreement is terminated pursuant to Article IX of the Agreement, this letter agreement shall automatically terminate and be of no further force or Equity Commitment Letter effect without further action by the parties hereto on the date that is 45 days subsequent to the termination of the Agreement if no claim for performance or monetary damages has been made hereunder prior to the 45th day subsequent to the termination of the Agreement. If such a claim has been made prior to the date that is 45 days subsequent to the termination of the Agreement, this letter agreement shall terminate upon final resolution of such claim. We shall be entitled to assign all or a portion of our obligations hereunder to one or more Affiliates that agree to assume our obligations hereunder, provided that we shall remain obligated to perform our obligations hereunder to the extent not performed by such Affiliate(s). This letter agreement shall not be assignable by you without our prior written consent. Notwithstanding any other term or condition of this letter agreement, our liability under this letter agreement shall be limited to monetary damages only, shall be limited to a willful and material breach of this letter agreement and under no circumstances shall our maximum liability for any reason, including our willful and material breach of any of our commitments set forth herein, exceed the Commitment Amount, and such damages shall not include any special, indirect, or consequential damages. If the express third party beneficiary hereof determines to enforce the terms of this letter agreement as a result of a willful and material breach of this letter agreement, such third party beneficiary must do so on a pro rata basis against any other party to Equity Financing Commitments and Equity Rollover Commitments that have willfully and materially breached their obligations thereunder. We acknowledge that the Company has relied on this letter agreement and is an express third party beneficiary hereof and is entitled to enforce obligations of the undersigned hereunder directly against the undersigned to the full extent thereof. This letter agreement is not intended to, and does not, confer upon any Person, other than Newco and the Company, rights or remedies hereunder or in connection herewith. This letter agreement may be executed in counterparts. This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing signed by us and Newco; provided that any termination, amendment, waiver or modification that would reasonably be expected to be adverse to the Company in any material respect (after taking into account any other amendments, waivers or modifications proposed to be made to the other Financing Commitments) shall require the consent of the Company. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of Delaware solely for the purposes of any suit, action or other proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of Delaware are an inconvenient forum for any action, suit or proceeding Equity Commitment Letter between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (iv) agrees that it will not bring any action relating to this letter agreement in any court other than the courts of the State of Delaware and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Agreement (with the address of the undersigned being the address set forth in the first page of this letter agreement). EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties hereto shall keep the existence and terms of this letter agreement confidential, and no party shall, without the prior approval of the other party, make any press release or other announcement concerning the existence or the terms of this letter agreement, except (i) as and to the extent necessary to comply with applicable federal or state laws, (ii) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to this letter agreement or enforcement of rights hereunder, and (iii) to the Company and its directors, officers, employees and advisors. Equity Commitment Letter Very truly yours, WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH Advisors, L.L.C. 2005, General Partner By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Manager WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH International Advisors, L.L.C. 2005, General Partner By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Manager WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: Whitehall Street Employee Funds 2005 GP, L.L.C., General Partner By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Vice President WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: Whitehall Street Employee Funds 2005 GP, L.L.C., General Partner By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Vice President [Equity Commitment Letter Signature Page] Accepted and Agreed to as of the date written above K-TWO HOLDCO LIMITED By: /s/ Howard B. Kerzner ---------------------------- Name: Howard B. Kerzner Title: President The Company hereby consents to the termination of the Original Commitment Letter in accordance with the second paragraph of this letter agreement. KERZNER INTERNATIONAL LIMITED By: /s/ Eric Siegel ---------------------------- Name: Eric Siegel Title: Director [Equity Commitment Letter Signature Page] -----END PRIVACY-ENHANCED MESSAGE-----