-----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, MXvYQ2JC77t0mRn3KcGnNDX9HLGHGVaBN/gdP4WF2R7I/28oTvFnYKOzFLB7shFj xg1EB2kdTGevjhDbS/Ym6w== 0000893750-06-000153.txt : 20060502 0000893750-06-000153.hdr.sgml : 20060502 20060502165653 ACCESSION NUMBER: 0000893750-06-000153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 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: 06800207 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: Kerzner Solomon CENTRAL INDEX KEY: 0001330670 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: KERZNER INTERNATIONAL LIMITED STREET 2: EXECUTIVE OFFICE, CORAL TOWERS CITY: PARADISE ISLAND STATE: C5 ZIP: 00000 SC 13D/A 1 sch13d_a.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* KERZNER INTERNATIONAL LIMITED - ------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares ($0.001 par value) - ------------------------------------------------------------------------------- (Title of Class of Securities) P8797T13 - ------------------------------------------------------------------------------- (CUSIP Number) Richard M. Levine, Esq. Executive Vice-President and General Counsel Kerzner International Limited Coral Towers Paradise Island, The Bahamas (242) 363-6000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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. The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. P8797T13 13D ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS Solomon Kerzner I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable (natural person) ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* Not applicable ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION South African ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 3,912,019(1)(2) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,795,794(1)(2) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,912,019(1)(2) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.65% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ (1) Total shares beneficially owned by Mr. Kerzner as of the date hereof consists of (i) 3,795,794 ordinary shares held for the account of World Leisure Group Limited, a British Virgin Islands holding company ("WLG") and (ii) 116,225 ordinary shares over which WLG has the right to vote through certain proxy arrangements with Sun International Limited, a company organized under the laws of South Africa. WLG is owned and controlled by the Kerzner Family Trust, a trust organized under the laws of the British Virgin Islands ("KFT"), and the Howard B. Kerzner Family Trust, a trust organized under the laws of the British Virgin Islands ("HBKFT"). Both KFT and HBKFT are controlled by Mr. Kerzner. (2) See Item 5 in Amendment No. 5 to this Schedule 13D filed with the SEC on March 23, 2006. Item 1. Security and Issuer This amendment to this Schedule 13D ("Statement") is related to the ordinary shares, $0.001 par value per share (the "Ordinary Shares") of Kerzner International Limited, a corporation organized under the laws of the Commonwealth of The Bahamas ("Kerzner"). The address of the principal executive offices of Kerzner is Coral Towers, Paradise Island, The Bahamas. 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 Mr. Kerzner, Howard B. Kerzner, Istithmar PJSC ("Istithmar"), and investment funds affiliated with Whitehall Street Global Real Estate Limited Partnership 2005, Colony Capital Acquisitions, LLC, Providence Equity Partners, Inc., and The Related Companies, L.P., and K-Two Subco Limited ("Merger Sub"), a newly formed International Business Company organized under the laws of The Bahamas and a wholly-owned subsidiary of Parent, entered into an Agreement and Plan of Merger, dated as of March 20, 2006 with Kerzner (the "Merger Agreement"), pursuant to which, and subject to the conditions set forth therein, Merger Sub will merge with and into Kerzner (the "Merger"). On April 30, 2006, Parent, Merger Sub and Kerzner entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement"), which, among other things, terminates Kerzner'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. 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, Kerzner issued a press release (the "Press Release") announcing the execution of the Amended and Restated Merger Agreement. Concurrently with the execution of the Amended and Restated Merger Agreement, WLG, Mr. Kerzner and Howard B. Kerzner entered into an equity rollover commitment letter (the "Equity Rollover Commitment Letter"), pursuant to which, and subject to the conditions set forth therein, immediately prior to the effective time of the Merger, in exchange for capital stock of Parent, WLG, Mr. Kerzner and Howard B. Kerzner will transfer, contribute and deliver to Parent an aggregate of 3,395,062 Ordinary Shares (including 500,000 restricted shares held by Howard B. Kerzner), which shares will be cancelled and retired in the Merger and will not be entitled to receive the Merger Consideration. The Equity Rollover Commitment Letter supersedes the equity rollover commitment letter entered into by WLG, Mr. Kerzner and Howard B. Kerzner on March 20, 2006 (which equity rollover commitment letter was described in Amendment No. 5 to this Schedule 13D) and such equity rollover commitment letter is of no further force or effect. In addition, concurrently with the execution of the Amended and Restated Merger Agreement, at the specific request of Kerzner, and as an inducement to Kerzner's willingness to enter into the Amended and Restated Merger Agreement, Kerzner, Parent, WLG, Mr. 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, Mr. 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 Kerzner, Mr. Kerzner, Howard B. Kerzner and WLG (which voting agreement was described in Amendment No. 5 to this Schedule 13D) and such voting agreement is of no further force or effect. 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 Kerzner'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 Kerzner 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 Kerzner 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 Kerzner or any amendment to Kerzner'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 Kerzner'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 Kerzner and its subsidiaries, taken as a whole, or 30% or more of any class or series of equity securities of Kerzner 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 Kerzner or its subsidiaries, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Kerzner (or any subsidiary or subsidiaries of Kerzner whose business or businesses constitute(s) 30% or more of the net revenues, net income or assets of Kerzner 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 Kerzner 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 Equity Rollover Commitment Letter, the Voting Agreement and the Press Release, each of which is included as an exhibit hereto and is incorporated herein by reference. Other than as described above, Mr. Kerzner does not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) to (j) of Item 4 of Schedule 13D, although Mr. Kerzner reserves the right to develop such plans or proposals. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby supplemented as follows: The information set forth or incorporated by reference in Item 4 is hereby incorporated herein by reference. Item 7. Material to Be Filed as Exhibits Item 7 is hereby supplemented by adding the following exhibits: Exhibit K Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco Limited (incorporated by reference to Exhibit 2.1 to Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit L Press release dated May 1, 2006 (incorporated by reference to Exhibit 99.1 to Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit M 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 Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit N Equity Rollover Commitment Letter, dated as of April 30, 2006, from World Leisure Group Limited, Solomon Kerzner and Howard B. Kerzner to K-Two Holdco Limited SIGNATURE 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 2, 2006 By: /s/ Solomon Kerzner ----------------------------------- Name: Solomon Kerzner EXHIBIT INDEX Exhibit K Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco Limited (incorporated by reference to Exhibit 2.1 to Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit L Press release dated May 1, 2006 (incorporated by reference to Exhibit 99.1 to Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit M 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 Kerzner International Limited's Form 6-K furnished to the SEC on May 1, 2006, File no. 001-4226) Exhibit N Equity Rollover Commitment Letter, dated as of April 30, 2006, from World Leisure Group Limited, Solomon Kerzner and Howard B. Kerzner to K-Two Holdco Limited EX-99.N 2 exh.txt EXHIBIT N 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 transfer, contribute and deliver to Newco the aggregate number of Ordinary Shares 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 transfer, contribute and deliver to Newco an aggregate number of 3,395,062 Ordinary Shares (the "Rollover Contribution Shares"), which shares will be cancelled and retired in the Merger and will not be entitled to receive the Merger Consideration. 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 to Newco a number of Ordinary Shares in excess of the Rollover Contribution Shares. 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. World Leisure Group Limited hereby represents and warrants as follows: (a) The undersigned is 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 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 is the record and beneficial owner of 2,895,062 of the Rollover Contribution Shares and owns such shares free and clear of any Lien. Howard B. Kerzner hereby represents and warrants that he is the record and beneficial owner of 500,000 of the Rollover Contribution Shares and owns such shares free and clear of any Lien. 2 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 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 any liability has been made hereunder prior to such 45th day subsequent to the termination of the Agreement. If such a claim has been made prior to such 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 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, extend beyond our obligation to contribute or cause to be contributed to Newco the Rollover Contribution Shares, nor shall we be liable for 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 3 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 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. 4 Very truly yours, WORLD LEISURE GROUP LIMITED By: /s/ Solomon Kerzner ----------------------------- Name: Solomon Kerzner Title: Chairman SOLOMON KERZNER /s/ Solomon Kerzner -------------------------------- HOWARD B. KERZNER /s/ Howard B. Kerzner -------------------------------- 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 [Rollover Equity Letter Signature Page] -----END PRIVACY-ENHANCED MESSAGE-----