-----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, MLvlDCzHU1ofB0eO98zoPJ4Rw99DKO5Ql6U7SLlSkbo2UY2152hq8i7JxqvWjboQ 3g3unGkKUyoZT0QzH+XNKQ== 0000903423-06-000453.txt : 20060502 0000903423-06-000453.hdr.sgml : 20060502 20060502171935 ACCESSION NUMBER: 0000903423-06-000453 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 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: 06800568 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 isththmar-13da3_0502.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

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 §§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.

This Amendment No. 3 amends and supplements the statement on Schedule 13D filed on July 26, 2004 by Istithmar PJSC (“Istithmar”), as amended on August 10, 2004 and March 20, 2006, 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 4.

Purpose of the Transaction.

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

On April 30, 2006, Parent, Merger Sub and the Issuer entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), which, among other things, terminates the Issuer’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 12 to this Statement and is incorporated by reference herein.

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 Issuer issued a press release (the “May 1 Press Release”) announcing the execution of the Amended and Restated Merger Agreement, a copy of which press release is included as Exhibit 13 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 Amended and Restated 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 $85,500,000 in cash, in exchange for an equity interest in Parent. Each of World Leisure Group Limited, Whitehall, Colony, Providence and Related also has committed to contribute Ordinary Shares or cash to Parent in exchange for an equity interest in Parent. In addition, concurrently with the execution of the Amended and Restated Merger Agreement, at the specific request of Parent, and as an inducement to Parent’s willingness to enter into the Amended and Restated Merger Agreement, Istithmar entered into the Voting Agreement described under Item 6 below.

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 Revised Commitment Letters, the Voting Agreement and the May 1 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 and the Voting 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 and the Voting Agreement.

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 Amended and Restated Merger Agreement, Istithmar delivered two letters (the “Revised Commitment Letters”) to Parent pursuant to which Istithmar has agreed, subject to the satisfaction or waiver of the conditions set forth in the Amended and Restated 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 $85,500,000, 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 Revised Commitment Letters are included as Exhibits 14 and 15 to this Statement and incorporated by reference herein. The Revised Commitment Letters supercede in all respects the Commitment Letters described in the amendment to this Statement filed on March 20, 2006.

In addition, concurrently with the execution of the Amended and Restated Merger Agreement, at the specific request of Parent, and as an inducement to the Issuer ’s willingness to enter into the Amended and Restated Merger Agreement, the Issuer, Parent, World Leisure Group, 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”). A copy of the Voting Agreement is included as Exhibit 16 to this Statement and is incorporated by reference herein. The information set forth in response to this Item 6 is qualified in its entirety by reference to the Amended and Restated Merger Agreement and the Voting Agreement.

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 also has 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 Issuer’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 Issuer 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 Issuer 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 Issuer or any amendment to the Issuer’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 to vote or act by written consent during the Voting Period with respect 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 Issuer’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 Issuer and its subsidiaries, taken as a whole, or 30% or more of any class or series of equity securities of the Issuer 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 Issuer or its

subsidiaries, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Issuer (or any subsidiary or subsidiaries of the Issuer whose business or businesses constitute(s) 30% or more of the net revenues, net income or assets of the Issuer 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 Issuer 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.

Except for the Stock Purchase Agreements, the Governance Agreement, the Registration Rights Agreement, the 2001 Agreement, the Letter Agreement, the Limited Waiver, the Revised Commitment Letters and the Voting Agreement, 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 12	Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, by and among the Issuer, K-Two Holdco Limited and K-Two Subco Limited

Exhibit 13

Press Release dated May 1, 2006

Exhibit 14

Revised Equity Financing Commitment Letter, dated April 30, 2006, from Istithmar to K-Two Holdco Limited

Exhibit 15

Revised Equity Rollover Commitment Letter, dated April 30, 2006, from Istithmar to K-Two Holdco Limited

Exhibit 16

Voting Agreement, dated as of April 30, 2006, by and among the Issuer, Parent, World Leisure Group, Solomon Kerzner, Howard B. Kerzner and Istithmar

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

	ISTITHMAR PJSC
	By: /s/ David Jackson

	Name:	David Jackson
	Title:	Chief Investment Officer

Exhibit Index

Exhibit

Description

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).

13	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).

14	Revised Equity Financing Commitment Letter, dated April 30, 2006, from Istithmar PJSC to K-Two Holdco Limited.

15	Revised Equity Rollover Commitment Letter, dated April 30, 2006, from Istithmar PJSC to K-Two Holdco Limited.

Voting Agreement, dated as of April 30, 2006, by and among Kerzner International Limited, K-Two Holdco Limited, World Leisure Group Limited, Solomon Kerzner, Howard B. Kerzner and Istithmar PSJC (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. 001-04226)./p>

EX-14 2 isththmar-13da3ex14_0502.htm

Exhibit 14

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 $85,500,000 (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

Equity Commitment Letter

			1

will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Commitment Amount to Newco.

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:

(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.

Equity Commitment Letter

			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 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.

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.

Equity Commitment Letter

			3

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).

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

			4

Very truly yours,
ISTITHMAR PJSC
By: /s/ Peter Jodlowski ________
	Name:	Peter Jodlowski
	Title:	Chief Financial 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

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]

EX-15 3 isththmar-13da3ex15_0502.htm

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 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.

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

Rollover Equity Letter

			1

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.

Rollover Equity Letter

			2

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.

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.

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

Rollover Equity Letter

			3

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).

Rollover Equity Letter

			4

Very truly yours,
ISTITHMAR PJSC
By: /s/ Peter Jodlowski ________
	Name:	Peter Jodlowski
	Title:	Chief Financial 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

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-----