-----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, IyBzElfMvyNg9fqrKYKBwDV9aeXvAq7nXoGWUYTcLCvo/w72xEeJd1EkB/hZdtR0 Orq9LecBI6imKIqsjxRv5w== 0000903423-06-000305.txt : 20060320 0000903423-06-000305.hdr.sgml : 20060320 20060320171418 ACCESSION NUMBER: 0000903423-06-000305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 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: 06699336 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: Istithmar PJSC CENTRAL INDEX KEY: 0001298473 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EMIRATES TOWERS, LEVEL 47 STREET 2: SHIEKH ZAYED ROAD, P.O. BOX. 17000 CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 971 4 390 2100 MAIL ADDRESS: STREET 1: EMIRATES TOWERS, LEVEL 47 STREET 2: SHIEKH ZAYED ROAD, P.O. BOX. 17000 CITY: DUBAI STATE: C0 ZIP: 00000 SC 13D/A 1 isththmarkerzner-13da2_0320.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Kerzner International Limited

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

P6065Y107

(CUSIP Number)

David Jackson

Istithmar PJSC

Emirates Towers, Level 4

Sheikh Zayed Road - PO Box 17000

Dubai, United Arab Emirates

+971-4-390-2100

with a copy to:

Daniel S. Sternberg, Esq.

Cleary, Gottlieb, Steen & Hamilton

One Liberty Plaza

New York, New York 10006

212-225-2000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 20, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*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 to be “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. P6065Y107

13D/A

Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Istithmar PJSC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (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) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Dubai, United Arab Emirates
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,500,000 See Item 5.
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,500,000 See Item 5.
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,500,000 See Item 5.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x See Item 5.
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14	TYPE OF REPORTING PERSON CO

This Amendment No. 2 amends and supplements the statement on Schedule 13D filed on July 26, 2004 by Istithmar PJSC (“Istithmar”), as amended on August 10, 2004, with respect to the ordinary shares, $0.001 par value per share (the “Ordinary Shares”) of Kerzner International Limited, a company incorporated under the laws of the Commonwealth of The Bahamas (the “Issuer”) (such statement on Schedule 13D, the “Statement”). All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Statement.

Item 2.

Identity and Background.

The second sentence of Item 2 of the Statement is amended and restated in its entirety to read as follows:

The principal business address of Istithmar is Emirates Towers, Level 4, Sheikh Zayed Road, PO Box 17000, Dubai, United Arab Emirates.

Item 4.

Purpose of the Transaction.

Item 4 of the Statement is amended to add the following paragraphs:

After the close of business on March 17, 2006, K-Two Holdco Limited, a newly formed International Business Company organized under the laws of the Bahamas and controlled by Istithmar, Solomon Kerzner, Howard B. Kerzner and investment funds affiliated with Whitehall Street Global Real Estate Limited Partnership 2005 (“Whitehall”), Colony Capital Acquisitions, LLC (“Colony”), Providence Equity Partners, Inc. (“Providence”) and The Related Companies, L.P. (“Related”), submitted to the Issuer’s board of directors, a proposal to acquire all of the outstanding Ordinary Shares (the “Proposal”). On March 20, 2006, a special committee of independent directors (the “Special Committee”) consisting of Peter Buckley, Howard Marks, Eric Siegel and Heinrich von Rantzau, which was formed to, among other things, consider the terms and conditions of the Proposal, unanimously recommended that the Issuer’s full board of directors approve the Agreement and Plan of Merger, dated March 20, 2006 (the “Merger Agreement”), among the Issuer, K-Two Holdco Limited (“Parent”), and K-2 Subco Limited, a wholly-owned subsidiary of Parent (“Merger Sub”), and on March 20, 2006, the full board of directors unanimously approved the Merger Agreement.

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will merge with and into the Issuer (the “Merger”) with the Issuer continuing as the surviving corporation. At the effective time of the Merger, each then outstanding Ordinary Share (other than any Ordinary Share owned by Parent, Merger Sub, the Issuer or any wholly-owned subsidiary of the Issuer and any Ordinary Shares held by holders who have properly exercised dissenters’ rights) will be converted into the right to receive $76.00 in cash, without interest (the “Merger Consideration”). A copy of the Merger Agreement is included as Exhibit 8 to this Statement and is incorporated by reference herein.

On March 20, 2006, the Issuer and Parent issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement, a copy of which press release is included as Exhibit 9 to this Statement and is incorporated by reference herein.

As described under Item 6 below, Istithmar has agreed, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, to transfer, contribute and deliver to Parent 4,500,000 Ordinary Shares, which shares will be cancelled and retired in the Merger and will not be entitled to receive the Merger Consideration, and $83,000,000 in cash, in exchange for an equity interest in Parent. In addition, World Leisure Group Limited, Whitehall, Colony, Providence and Related each have committed to contribute Ordinary Shares or cash to Parent in exchange for an equity interest in

Parent. At the Issuer’s request, Istithmar also has agreed with the Issuer to vote all of the Ordinary Shares it beneficially owns in favor of the Merger.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Merger Agreement, the Commitment Letters (as defined in Item 6 below) and the Press Release.

Other than as described above, Istithmar does not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. Subject to the terms of the Governance Agreement, Istithmar may in the future acquire additional Ordinary Shares or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Ordinary Shares beneficially owned by it in one or more transactions. Additionally, Istithmar reserves the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by Istithmar and subject to the terms of the Governance Agreement.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Statement is amended and restated in its entirety to read as follows:

(a) Istithmar is the beneficial owner of 4,500,000 Ordinary Shares, which, based upon the Issuer's representations in the Merger Agreement, represent approximately 12.3% of the currently outstanding Ordinary Shares. In addition, as a result of the matters described in Item 4 above, Istithmar may be deemed to beneficially own Ordinary Shares beneficially owned by Solomon Kerzner, Howard B. Kerzner and Whitehall. Based on information provided by such persons, as of March 20, 2006, Solomon Kerzner beneficially owned 3,912,019 Ordinary Shares, Howard B. Kerzner beneficially owned 500,000 Ordinary Shares and Whitehall may be deemed to beneficially own no more than 8,371 Ordinary Shares. The Ordinary Shares beneficially owned by Solomon Kerzner, Howard B. Kerzner, Whitehall and Istithmar represent 24.3% of the Ordinary Shares outstanding. Istithmar disclaims beneficial ownership of the Ordinary Shares owned by Solomo n Kerzner, Howard B. Kerzner and Whitehall.

(b) Istithmar has the sole power to vote or direct the vote, and dispose or direct the disposal of 4,500,000 Ordinary Shares of the Issuer.

(c) Neither Istithmar nor, to the best of its knowledge, any of the government of Dubai or the persons identified in Schedule A to this Statement has effected any transactions in the Ordinary Shares in the past sixty days.

(d) – (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to
	Securities of the Issuer.

Item 6 of the Statement is amended to add the following paragraphs:

Concurrently with the execution of the Merger Agreement, Istithmar delivered two letters (the “Commitment Letters”) to Parent pursuant to which Istithmar has agreed, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, to contribute or cause to be contributed to Parent, immediately prior to the Merger, 4,500,000 Ordinary Shares and cash in the aggregate amount of $83,000,000, in exchange for an equity interest in Parent. Istithmar intends to finance the cash portion of its contribution through internally available funds. Copies of the Commitment Letters are included as Exhibits 10 and 11 to this Statement and incorporated by reference herein.

Except for the Stock Purchase Agreements, the Governance Agreement, the Registration Rights Agreement, the 2001 Agreement, the Letter Agreement and the Commitment Letters, neither Istithmar, nor, to the best of Istithmar’s knowledge, any of the persons listed in Schedule A to the Statement has any contract, arrangement, understanding or relationship with any other person regarding any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.

Material to be filed as Exhibits.

Item 7 of the Statement is hereby amended to add the following:

Exhibit 8

Agreement and Plan of Merger, dated as of March 20, 2006, by and among the Issuer, K-Two Holdco Limited and K-Two Subco Limited.

Exhibit 9

Press Release dated March 20, 2006

Exhibit 10

Equity Financing Commitment Letter, dated March 20, 2006, from Istithmar to K-Two Holdco Limited

Exhibit 11

Equity Rollover Commitment Letter, dated March 20, 2006, from Istithmar 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: March 20, 2006


ISTITHMAR PJSC

By:	/s/ David Jackson
		Name: David Jackson Title: Chief Investment Officer

Exhibit Index

Exhibit

Description

8	Agreement and Plan of Merger, dated as of March 20, 2006, by and among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco (incorporated by reference to Exhibit 1.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226).

9	Press Release dated March 20, 2006 (incorporated by reference to Exhibit 99.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226).

10	Equity Financing Commitment Letter, dated March 20, 2006, from Istithmar PSJC to K-Two Holdco Limited

11	Equity Rollover Commitment Letter, dated March 20, 2006, from Istithmar PSJC to K-Two Holdco Limited

EX-10 2 ik-13da2ex10_0320.htm

Exhibit 10

March 20, 2006

K-Two Holdco Limited

Coral Towers

Paradise Island, The Bahamas

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) 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. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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 $83,000,000 (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.

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.

The undersigned 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 company 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 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 45^th 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.

Equity Commitment Letter

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 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).

Equity Commitment Letter

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


ISTITHMAR PJSC

By:	/s/ David Jackson
		Name: David Jackson Title: Chief Investment Officer

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

Equity Commitment Letter

EX-11 3 ik-13da2ex11_0320.htm

Exhibit 11

March 20, 2006

K-Two Holdco Limited

Coral Towers

Paradise Island, The Bahamas

Gentlemen:

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 4,500,000 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.

The undersigned hereby represents and warrants as follows:

(d) The undersigned is the record and beneficial owner of the Rollover Contribution Shares and owns such shares free and clear of any Lien.

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 45^th 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.

Rollover Equity Letter

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.

In addition, we are pleased to confirm that all Rollover Contribution Shares shall be voted in favor of the approval of the Merger Agreement.

Rollover Equity Letter

Very truly yours,

ISTITHMAR PJSC

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

Rollover Equity Letter

-----END PRIVACY-ENHANCED MESSAGE-----

/s/ David Jackson

David Jackson

Chief Investment Officer